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

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain, or cause the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers of the Company and its Subsidiaries). For a period of five (5) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time in accordance with and subject to the requirements and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) Parent shall, and shall obtain and maintain, or cause the Buyer Bank Surviving Corporation to, honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries to obtain and maintainthe fullest extent permissible under applicable Law, under the Company Governing Documents or any comparable governing instruments of any Company Subsidiary in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents or any comparable governing instruments of any Company Subsidiary or Indemnification Agreements arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.5(a), for a period of six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to: (i) indemnify and hold harmless each current and former director, officer or employee of the Company or any of its Subsidiaries, (including any individual who shall become a director, officer or employee on or after the date hereof and prior to the Effective Time) in such capacity, and also with respect to any such person, in their capacity as a director, officer, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with the Company) serving at the request of or on behalf of the Company or any Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “Covered Person”) 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 Closing Dateextent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission at or prior to the Effective Time, or (B) this Agreement or any of the Transactions; 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 Covered Person upon receipt, to the extent required by the DGCL, of an undertaking by or on behalf of such Covered Person to repay such amount if availableit shall ultimately be determined that such Covered Person is not entitled to be indemnified; provided that the obligations in this sentence shall only apply with respect to any Covered Person to the extent that such Covered Persons is and is permitted to be indemnified by the Company or any of its Subsidiaries as of the date hereof. Notwithstanding anything to the contrary contained in this Section 6.5 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 6.5(b) unless such 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. (c) For a period of six (6) years after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents. The Indemnification Agreements with Covered Persons shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured any of its Subsidiaries with respect to matters occurring claims arising from or related to facts or events which occurred or failed to occur (or which are alleged to have occurred or failed to occur) at or before the Effective Time covering all individuals currently covered thereby; provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid by the Company in the prior fiscal year for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance covering all individuals currently covered thereby obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, then, in lieu of the foregoing insurance, the Company may purchase at any time prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's Time a directors’ and officers' ’ liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers of the Company and its Subsidiaries). For insurance “tail” or “runoff” insurance program for a period of five six (56) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before after the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall cover all individuals currently covered thereby and shall have an aggregate coverage limit over the term of such policy in accordance with and subject an amount equal to the requirements annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other provisions respects shall be comparable to such existing coverage); provided that the cost of such “tail” or “runoff” insurance program does not exceed six times the Base Premium. (e) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume all of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, applicable obligations set forth in effect on the date this Section 6.5. (f) The Covered Persons are intended third party beneficiaries of this Agreement Section 6.5 and applicable may directly enforce the provisions of law hereof, and this Section 6.5 shall not be amended in a manner that is adverse to the same extent as Buyer Covered Persons (including their successors and Buyer Bankheirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby. For purposes of this Section 6.5, respectivelyexcept the proviso in the first sentence of Section 6.5(b), are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers Company Subsidiaries or any Subsidiary of the Company shall include current and Company Bank and their former Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representativesof the Company.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain, or cause the Buyer Bank to obtain and maintain, in effect for (a) For a period of six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to after the Effective Time. Such insurance , the Surviving Corporation (or any successor to the Surviving Corporation) shall cover all persons (and entities who are covered by Parent or any successor to Parent shall, to the directorextent of the greater of (x) the Surviving Corporation's and officers' liability policy maintained by financial ability or (y) the net worth of the Company and in existence on as of the date hereof (including all existing hereof, cause the Surviving Corporation to) indemnify, defend and hold harmless the officers and directors and officers of the Company and its Subsidiaries). For a period , and persons who become any of five (5) years following the foregoing prior to the Effective Time, the Buyer against all losses, claims, damages, liabilities, costs, fees and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before the Effective Time with respect to liabilities and claims (and related expenses, including reasonable fees and disbursements of counselcounsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not unreasonably be withheld)) made against them resulting from arising out of actions or omissions solely in their service capacities as such occurring at or prior to the Effective Time in accordance with and subject to the requirements and other full extent permissible under applicable provisions of the articles DGCL, the terms of the Company's certificate of incorporation or bylaws, and bylaws of Buyer and Buyer Bank, respectively, under any agreements as in effect on at the date hereof (true and correct copies of this Agreement which have been previously provided or been made available to Parent); provided, however, that in the event any claim or claims are 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 applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.all such

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain(a) In the event of any threatened or actual claim, action, suit, proceeding or cause investigation, whether civil, criminal or administrative, including, without limitation, any such claim, addition, suit, proceeding or investigation by or in the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by right of the Company or substitute policies with coverage containing terms and conditions any of its Subsidiaries, in which any of the present or former officers or directors (the "Indemnified Parties") of the Company or ------------------- any of its Subsidiaries is, or is threatened to be, made a party by reason of the fact that are nothe or she is or was, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers , a director or officer of the Company and or any of its subsidiaries or is or was, prior to the Effective Time, serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its Subsidiaries). For a period of five (5) years following , whether such claim arises before or after the Effective Time, the Buyer Company shall indemnify and Buyer Bank shall indemnifyhold harmless, and advance after the Effective Time the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in matters that settlement in connection with any such claim, action, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them (which counsel shall be subject reasonably satisfactory to indemnification to, persons who served as directors or officers of the Company or the Surviving Corporation), and the Company, or the Surviving Corporation after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (ii) the Company Bank and the Surviving Corporation will use their respective reasonable efforts to assist in the vigorous defense of any such matter; provided, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. 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 of interest on any significant issue between the positions of any two or more Indemnified Parties, or any similar impediment to the joint representation of their respective Subsidiaries on or before multiple Indemnified Parties by a single law firm. (b) Until the Effective Time with respect to liabilities the Company shall keep in effect Section 7.7 of its By-Laws, and claims (and related expenses, including fees and disbursements thereafter for a period of counsel) made against them resulting from their service as such prior six years the Surviving Corporation shall keep in effect in its By-Laws a provision which provides or indemnification of the Indemnified Parties to the extent permitted by Delaware Law. (c) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a ------------- period of not less than six years after the Effective Time Time; provided, that the -------- Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided, further, if the existing D&O Insurance expires, is -------- ------- terminated or cancelled during such period, Parent or the Surviving Corporation will use all reason able efforts to obtain substantially similar D&O Insurance; provided, further, however, that in accordance with and subject no event shall Parent be required to the requirements and other provisions pay aggregate premiums for insurance under this Section 6.10(c) in excess of 150% of the articles average of incorporation the aggregate premiums paid by the Company in 1995, 1996 and bylaws of Buyer and Buyer Bank, respectively, in effect on 1997 (through the date hereof) on an annualized basis for such purpose (the "Average ------- Premium"), which true and correct amounts are set forth in Section 6.10(c) of ------- the Company Disclosure Schedule; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Agreement and applicable provisions Section 6.10(c) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers 150% of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representativesAverage Premium.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain (a) From and maintain, or cause after the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if availableEffective Time, the current Company, the Surviving Corporation and Parent shall indemnify and hold harmless all past and present directors' , officers and officers' liability insurance policies maintained by employees of the Company or substitute policies with coverage containing terms any Company Subsidiary and conditions that are not, taken each Person who served as a wholedirector, Materially less favorable officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or any Company Subsidiary (collectively, together with such Persons’ heirs, executors, administrators and assigns, the “Covered Persons”) to the insured fullest extent permitted by Law against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to matters any actual or threatened Action or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of the Company). Without limiting the foregoing, from and after the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by , Parent, the Company and the Surviving Corporation shall indemnify and hold harmless the Covered Persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the process resulting in and the adoption and approval of this Agreement and the consummation of the Transactions. From and after the Effective Time, Parent, the Company and the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action or investigation with respect to the matters subject to indemnification pursuant to this Section 6.4(a) in accordance with the procedures (if any) set forth in the Company Certificate, the Company Bylaws, the certificate of incorporation and bylaws, or other organizational or governance documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date hereof (including all existing directors and officers of this Agreement. In the event of any such Action or investigation, Parent, the Company and its Subsidiaries). the Surviving Corporation shall cooperate with the Covered Person in the defense of any such Action or investigation. (b) For a period of five (5) not less than six years following from and after the Effective Time, the Buyer certificate of incorporation and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers bylaws of the Company or Company Bank or any of their respective Subsidiaries on or before the Effective Time Surviving Corporation shall contain provisions no less favorable with respect to liabilities exculpation, indemnification of and claims (and related expenses, including fees and disbursements advancement of counsel) made against them resulting from their service as such expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in accordance with the Company Certificate and subject the Company Bylaws. Notwithstanding anything herein to the requirements and other provisions of contrary, if any Action or investigation (whether arising before, at or after the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers Effective Time) is made against any Covered Person with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as matters subject to which indemnification hereunder on or prior to the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.sixth

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintainSurviving Corporation will indemnify each person who is now, or cause has been at any time prior to the Buyer Bank date hereof, a director, officer, employee or agent of the Company (including its Subsidiaries) or their successors and assigns (individually an "INDEMNIFIED PARTY" and collectively the "INDEMNIFIED PARTIES"), to obtain the fullest extent permitted (i) by applicable law, (ii) under the certificate of incorporation or bylaws of the Company, or (iii) under any agreement with the Company as in effect immediately prior to the execution of this Agreement, with respect to any claim, Liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and maintainexpenses of legal counsel (whenever asserted or claimed), based in whole or in part on, or arising in whole or in part out of, any matter, state of affairs or occurrence existing or occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including, Liability arising under the Securities Act, the Exchange Act, state law or liability based in whole or in part on or arising in whole or in part out of or pertaining to the Agreement or the transactions contemplated hereby. The Surviving Corporation shall faithfully assume and honor in all respects the obligations of the Company pursuant to the Company's certificate of incorporation, bylaws and any indemnification agreements between the Company and any of the Persons mentioned in the first sentence of this Section 7.13 existing and in force as of the date of this Agreement to the extent permitted under applicable law. The Surviving Corporation will also maintain in effect for not less than six (6) years from after the Closing Date, if available, Effective Time the current policies of directors' and officers' liability insurance policies maintained by the Company or on the date hereof (PROVIDED that the Surviving Corporation may substitute therefor policies having at least the same coverage, with coverage a comparably rated insurer and containing terms and conditions that which are not, taken as a whole, Materially no less favorable advantageous to the insured persons currently covered by such policies) with respect to matters existing or occurring at or prior to the Effective Time. Such ; PROVIDED, HOWEVER, that if the aggregate annual premiums for such insurance shall cover all persons and entities who are covered by during such period exceed 200% of the director's and officers' liability policy maintained per annum rate of the aggregate premium currently paid by the Company and in existence for such insurance on the date hereof (including all existing directors and officers of this Agreement, then the Surviving Corporation will provide the maximum coverage that will then be available at an annual premium equal to 200% of such rate. The rights under this Section 7.13 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws or other similar organizational documents of the Company or any Subsidiary or under the DGCL. The rights under this Section 7.13 are contingent upon the occurrence of, and its Subsidiaries)will survive consummation of, the Merger and are expressly intended to benefit each Indemnified Party. For a period Notwithstanding the provisions of five the preceding sentence, in the event of any claim (5) years following whether arising before or after the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters ) that may be subject to indemnification tohereunder, persons who served as directors or officers upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances to the extent required by law, the Company or Company Bank or any of their respective Subsidiaries on or before the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time in accordance with and subject to the requirements and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and shall advance expenses to their own respective directors each such Indemnified Party, including the payment of the fees and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bankexpenses of counsel selected by such Indemnified Party, respectively. This Section 6.2(d) which counsel shall be construed as an agreement as reasonably satisfactory to which the directors and officers of the Company and Company Bank Company, promptly after statements therefore are received. Each Indemnified Party (and their Subsidiaries referred to herein are respective heirs and estates) is intended to be a third party beneficiaries beneficiary of this Section 7.13 and shall be enforceable by such persons and their heirs and representativesmay specifically enforce its terms.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) From and after the Effective Time, the Surviving Entity shall obtain honor and maintaincomply with, to the fullest extent permissible under applicable Law, the obligations of the Company with respect to indemnification, advancement of expenses and exculpation and related matters, under the Company Governing Documents in effect on the date hereof and under any indemnification or cause other similar agreements in effect on the Buyer Bank date hereof (the "Indemnification Agreements") to obtain individuals who at or prior to the Effective Time were officers, directors or agents of the Company or a Company Subsidiary and maintaincovered by such Company Governing Documents or Indemnification Agreements (the "Covered Persons") arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including, but not limited to, in effect connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.5(a), for a period of six (6) years from after the Closing Date, if availableEffective Time, the current Surviving Entity shall: (i) indemnify and hold harmless each Covered Person 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 Covered Person's capacity as such, or (B) this Agreement and any of the Transactions; 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 Covered Person upon receipt, to the extent required by applicable Law, of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined by order of a court, regulatory authority or authorized adjudicating body that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 7.5 or elsewhere in this Agreement, (i) the Surviving Entity shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of a Covered Person for which indemnification may be sought under this Section 7.5(b) without the Covered Person's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such 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, (ii) the Surviving Entity shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) the Surviving Entity shall not have any obligation hereunder to any Covered Person 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 Covered Person shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (c) For a period of six (6) years after the Effective Time, the articles of organization and limited liability company operating agreement of the Surviving Entity shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) Prior to the Effective Time, the Company shall, in consultation with Parent, obtain and fully pay the premium for the non-cancelable extension of the coverage afforded by the Company's existing directors' and officers' liability insurance policies maintained by (the Company "D&O Insurance"), in each case, for a claims reporting or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers of the Company and its Subsidiaries). For a discovery period of five at least six (56) years following the Effective Time, the Buyer from and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before after the Effective Time with respect to liabilities and claims (and any claim related expenses, including fees and disbursements to any period of counsel) made against them resulting from their service as such time at or prior to the Effective Time in accordance from one or more insurance carriers with and subject to the requirements and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent or better credit rating as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers the Company's current insurance carrier with respect to liabilities D&O Insurance with terms, conditions and claims made against them resulting from their service for Buyer retentions that are no less favorable in the aggregate than the coverage provided under the Company's existing policies (true, correct and Buyer Bankcomplete copies of which have been provided to Parent prior to the date hereof) and with limits of liability that are no lower than the limits on the Company's existing policies as long as the premium in the aggregate does not exceed two hundred fifty percent (250%) of the annual aggregate premium(s) under the Company's existing policies. (e) In the event the Surviving 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 of such consolidation or merger or (ii) liquidates, respectively. This Section 6.2(d) dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be construed made so that the successors and assigns of Parent or the Surviving Entity, as an agreement applicable, or such continuing or surviving corporation or entity or transferee of such assets, as to which the directors and officers case may be, shall assume all of the Company and Company Bank applicable obligations set forth in this Section 7.5. (f) The Covered Persons (and their Subsidiaries referred to herein successors and heirs) are intended to be third third-party beneficiaries of this Section 7.5 and from and after the Effective Time this Section 7.5 shall not be enforceable by terminated or amended in a manner that is materially adverse to a Covered Person without such persons and their heirs and representativesCovered Person's consent.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain (a) From and maintainafter the Effective Time, Parent will, or will cause the Buyer Bank Surviving Corporation to, indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries (the "Indemnified Parties"), against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, arising out of or pertaining to obtain matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the purchase of Shares in the Offer, to the fullest extent permitted under applicable law, and maintainParent shall, or shall cause the Surviving Corporation to, also advance fees and expenses (including attorneys' fees) as incurred to the fullest extent permitted under applicable law. (b) The Articles of Incorporation of the Company shall, from and after the Effective Time, and the Articles of Incorporation of the Surviving Corporation shall, from and after the Effective Time, contain provisions no less favorable with respect to indemnification than are set forth as of the date of this Agreement in effect the Articles of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing DateEffective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers or employees of the Company; provided that nothing contained herein shall limit Parent's ability to merge the Company into Parent or any of its Affiliates or otherwise eliminate the Company's corporate existence if availablethe surviving Person assumes responsibility for such indemnification. (c) For six (6) years from the Effective Time, Parent shall maintain, or cause the Surviving Corporation to maintain, in effect the Company's and its Subsidiaries' current directors' and officers' liability insurance policies maintained policy (the "Policies") covering those persons who are currently covered by the Policies; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of the annual premiums currently paid by the Company and its Subsidiaries for such insurance, and, provided, further, that if the annual premiums of such insurance coverage exceeds such amount, Parent or substitute the Surviving Corporation shall be obligated to obtain policies with the greatest coverage containing available for a cost not exceeding 150% of such amount; and provided, further, that Parent or the Surviving Corporation may meet its obligations under this paragraph by covering the above persons under Parent or the Surviving Corporation's insurance policy on the terms and conditions described above that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who expressly provide coverage for any acts which are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers policies of the Company and its Subsidiaries). For a period of five . (5d) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses Nothing in matters that may be subject to indemnification this Agreement is intended to, persons who served as directors shall be construed to, or officers of 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 Company Bank any of its Subsidiaries or any of their respective Subsidiaries on officers, directors or before employees, it being understood and agreed that the Effective Time with respect indemnification provided for in this Section 6.7 is not prior to liabilities or in substitution for any such claims under such policies. (e) Each Indemnified Party is a third party beneficiary of this Section 6.7 and claims is entitled, without limitation, to directly enforce the obligations in this Section 6.7 of Parent, the Company and the Surviving Corporation. (and related f) The Surviving Corporation shall pay all expenses, including reasonable fees and disbursements expenses of counsel) made against them resulting from their service as such prior to , that an Indemnified Party may incur in enforcing the Effective Time in accordance with and subject to the requirements indemnity and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, obligations provided for in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives6.7.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain(a) Parent shall, or shall cause the Buyer Bank Surviving Corporation to, honor and fulfill in all respects the obligations of the Company existing at or prior to obtain and maintainthe Effective Time to the fullest extent permissible under applicable Law, under the Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof and listed in Section 6.5(a) of the Company Disclosure Letter (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.5(a), for a period of six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to: (i) indemnify and hold harmless each Covered Person 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 Closing Dateextent 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 Covered Person’s capacity as such, or (B) this Agreement and any of the Transactions; 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 Covered Person upon receipt, to the extent required by the DGCL, of an undertaking by or on behalf of such Covered Person to repay such amount if availableit shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.5 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 6.5(b) unless such 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. (c) For a period of six (6) years after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance policies maintained by the Company or (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions that which are not, taken as a whole, Materially no less favorable to the insured advantageous) with respect to matters occurring claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium not to exceed the Base Premium; provided, further, if the Company or Parent elects, by giving written notice to the other at least five (5) business days prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and , then, in existence on the date hereof (including all existing directors and officers lieu of the Company and its Subsidiaries). For a period foregoing insurance, effective as of five (5) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank Parent shall purchase a directors’ and officers’ liability insurance “tail” or any “runoff” insurance program for a period of their respective Subsidiaries on or before six (6) years after the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in accordance an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage). (e) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and subject shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the requirements and other provisions case may be, shall assume all of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, applicable obligations set forth in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d6.5. (f) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank The Covered Persons (and their Subsidiaries referred to herein successors and heirs) are intended to be third party beneficiaries of this Section 6.5, and this Section 6.5 shall not be enforceable by such persons amended in a manner that is adverse to the Covered Persons (including their successors and heirs) or terminated without the consent of the Covered Persons (including their heirs successors and representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain(a) In the event of any threatened or actual claim, action, suit, proceeding or cause investigation, whether civil, criminal or administrative, including, without limitation, any such claim, addition, suit, proceeding or investigation by or in the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by right of the Company or substitute policies with coverage containing terms and conditions any of its Subsidiaries, in which any of the present or former officers or directors (the "Indemnified Parties") of the Company or any of its Subsidiaries is, or is threatened to be, made a party by reason of the fact that are nothe or she is or was, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers , a director or officer of the Company and or any of its subsidiaries or is or was, prior to the Effective Time, serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its Subsidiaries). For a period of five (5) years following , whether such claim arises before or after the Effective Time, the Buyer Company shall indemnify and Buyer Bank shall indemnifyhold harmless, and advance after the Effective Time the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in matters settlement in connection with any such claim, action, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them (which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation), and the Company, or the Surviving Corporation after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (ii) the Company and the Surviving Corporation will use their respective reasonable efforts to assist in the vigorous defense of any such matter; provided, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. The Indemnified Parties as a group may be subject 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 of interest on any significant issue between the positions of any two or more Indemnified Parties, or any similar impediment to the joint representation of multiple Indemnified Parties by a single law firm. (b) Until the Effective Time the Company shall keep in effect Section 7.7 of its By-Laws, and thereafter for a period of six years the Surviving Corporation shall keep in effect in its By-Laws a provision which provides for indemnification toof the Indemnified Parties to the extent permitted by Delaware Law. (c) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than six years after the Effective Time; provided, persons who served as that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers officers; provided, further, if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall Parent be required to pay aggregate premiums for insurance under this Section 6.10(c) in excess of 28 34 150% of the average of the aggregate premiums paid by the Company in 1995, 1996 and 1997 (through the date hereof) on an annualized basis for such purpose (the "Average Premium"), which true and correct amounts are set forth in Section 6.10(c) of the Company Disclosure Schedule; and provided, further, that if the Parent or Company Bank the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.10(c) for such aggregate premium, Parent or any the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of their respective Subsidiaries on or before the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time in accordance with and subject to the requirements and other provisions 150% of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representativesAverage Premium.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) From and after the consummation of the Offer, Parent shall, and shall obtain cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and maintainhold harmless any person who is now, or cause the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable has been at any time prior to the insured with respect to matters occurring date hereof, or who becomes prior to the Effective Time. Such insurance shall cover all persons , an officer, director, employee and entities who are covered by agent (the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers "Indemnified Party") of the Company and its SubsidiariesSubsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses). For , judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a period "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of five the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (5ii) years following this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Buyer Effective Time, to the full extent permitted under New Hampshire law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and Buyer Bank after consummation of the Offer Parent shall, or shall indemnifycause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Indemnified Party its legal and advance other expenses (including the cost of any investigation and preparation incurred in matters that may be connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non- appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (b) Parent and the Company agree that all rights to indemnification toand all limitations or liability existing in favor of the Indemnified Party as provided in the Company's Articles of Incorporation and By-laws as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect, persons who served without any amendment thereto, for a period of six years from the Effective Time to the extent such rights are consistent with the NHBCA; provided, that, in the event any claim or claims are 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 claims; provided, further, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under New Hampshire law, the Company's Articles of Incorporation or By-laws or such agreements, as the case may be, shall be made by independent legal counsel selected by the Indemnified Party and reasonably acceptable to Parent and; provided, further, that nothing in this Section 5.7 shall impair any rights or obligations of any present or former directors or officers of the Company Company. (c) In the event Parent or Company Bank the Purchaser or any of their respective Subsidiaries on successors or before assigns (i) consolidates with or merges into any other person and shall not be the Effective Time with respect continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to liabilities any person, then, and claims (and related expensesin each such case, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time extent necessary to effectuate the purposes of this Section 5.7, proper provision shall be made so that the successors and assigns of Parent and the Purchaser assume the obligations set forth in accordance with this Section 5.7 and subject to the requirements and other provisions none of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, actions described in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(dclauses (i) or (ii) shall be construed as an agreement as taken until such provision is made. (d) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance policy ("D&O Insurance") for a period of not less than six years after the Effective Date; provided, that the Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to which the such former directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representativesor officers.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) Parent shall, and shall obtain and maintain, or cause the Buyer Bank Surviving Company to, honor and fulfill in all respects the obligations of the Company, to obtain and maintainthe fullest extent permissible under applicable Law, under the Company Governing Documents in effect for six on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (6the “Indemnification Agreements”) years from to the Closing Datedirectors, if available, the current directors' officers and officers' liability insurance policies maintained by other employees of the Company covered by such Company Governing Documents or substitute policies with coverage containing terms and conditions that are not, taken Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as a whole, Materially less favorable to the insured with respect to matters such occurring at or prior to the Effective Time. Such insurance , including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.4(a), for a period of six years after the Effective Time, Parent shall cover all persons cause the Surviving Company to: (i) indemnify and entities who are covered by the director's hold harmless each Covered Person against and officers' liability policy maintained by the Company from any reasonable and in existence on the date hereof documented costs or expenses (including all existing directors reasonable and officers documented 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 Covered Person’s capacity as a director, officer or employee of the Company or (B) this Agreement and its Subsidiariesany of the Transactions and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the reasonable and documented expenses (including reasonable and documented attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.4 or elsewhere in this Agreement, neither Parent nor the Surviving Company shall (and Parent shall cause the Surviving Company 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 6.4(b) unless such settlement, compromise, consent or termination relates only to monetary damages for which the Surviving Company is entirely responsible or includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation or such Covered Person otherwise provides prior written consent to such settlement, compromise, consent or termination (which consent shall not be unreasonably withheld, conditioned or delayed). . (c) For a period of five (5) six years following after the Effective Time, the Buyer memorandum of association and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers bye-laws of the Surviving Company or Company Bank or any shall contain provisions no less favorable with respect to indemnification, advancement of their respective Subsidiaries on or before expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms and Parent shall cause the Surviving Company to honor and fulfill, to the fullest extent permitted by applicable Laws, the Company’s obligations to the Covered Persons under the Indemnification Agreements. Prior to the execution of this Agreement, the Company has delivered or made available to Parent copies of such Indemnification Agreements. (d) Prior to the Effective Time, the Company shall obtain and fully pay for “tail” insurance policies with a claims period of at least six years from and after the Effective Time, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to liabilities directors’ and claims officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”), with benefits and related expenseslevels of coverage at least as favorable, including fees and disbursements of counsel) made against them resulting from their service in the aggregate, to the applicable Covered Person as such the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in accordance connection with and subject this Agreement or the Transactions or actions contemplated hereby); provided, however, that in no event shall the Company expend for such policies an annual premium amount in the aggregate in excess of 300% of the last annual premium paid by the Company for such insurance prior to the requirements date hereof. If the Company and other provisions the Surviving Company for any reason fail to obtain such “tail” insurance policies as of the articles of incorporation Effective Time, the Surviving Company shall, and bylaws of Buyer and Buyer BankParent shall cause the Surviving Company to, respectively, continue to maintain in effect on for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and applicable provisions levels of law coverage at least as favorable, in the aggregate, as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable, in the aggregate, as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Parent or the Surviving Company be required to expend for such policies an annual premium amount in the aggregate in excess of 300% of the last annual premium paid by the Company for such insurance prior to the same extent as Buyer date hereof; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Company shall obtain a policy with the greatest coverage available, for a cost not exceeding such amount. (e) In the event the Surviving Company or any of its successors or assigns (i) amalgamates or consolidates with, or merges into, any other Person and Buyer Bankshall not be the continuing or surviving corporation or entity of such amalgamation, respectivelyconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, are obligated thereunder to indemnify then and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bankin each such case ((i) or (ii)), respectively. This Section 6.2(d) proper provision shall be construed made so that such continuing or surviving corporation or entity or transferee of such assets, as an agreement as to which the directors and officers case may be, shall assume all of the Company and Company Bank applicable obligations set forth in this Section 6.4. (f) The Covered Persons (and their Subsidiaries referred to herein successors and heirs) are intended to be third party beneficiaries of this Section 6.4, and this Section 6.4 shall not be enforceable by such persons amended in a manner that is adverse to the Covered Persons (including their successors and heirs) or terminated without the consent of the Covered Persons (including their heirs successors and representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain and maintain(a) Parent shall, or shall cause the Buyer Bank Surviving Corporation to, honor and fulfill in all respects the obligations of the Company to obtain the fullest extent permissible under applicable Law, under the Company Governing Documents and maintainthe organizational documents of the Company Subsidiaries, in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents, the organizational documents of the Company Subsidiaries or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.5(a), for a period of six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to: (i) indemnify and hold harmless each Covered Person against and from any costs, fees 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 Closing Dateextent such 31344360_15 claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such, or (B) this Agreement and any of the Transactions; 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 Covered Person upon receipt, to the extent required by the DGCL, of an undertaking by or on behalf of such Covered Person to repay such amount if availableit shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, (i) 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 6.5(b) unless such 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 (ii) the Covered Persons as a group shall retain only one law firm to represent them with respect to each matter as long as such Covered Persons do not have any defenses which conflict with each other, in which case separate counsel may be retained. (c) For a period of six (6) years after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents and any Company Subsidiary’s organizational documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance policies maintained by the Company or and the Company Subsidiaries (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions that which are not, taken as a whole, Materially no less favorable to the insured advantageous) with respect to matters occurring claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Parent in its sole discretion elects, by giving written notice to the Company at least five (5) business days prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and , then, in existence on the date hereof (including all existing directors and officers lieu of the Company and its Subsidiaries). For a period foregoing insurance, effective as of five (5) years following the Effective Time, the Buyer Company shall purchase, at Parent’s expense, a directors’ and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors officers’ liability insurance “tail” or officers “runoff” insurance program for a period of the Company or Company Bank or any of their respective Subsidiaries on or before six (6) years after the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such wrongful acts and/or omissions committed or allegedly 31344360_15 committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in accordance an amount not to exceed the annual aggregate coverage limit under the Company’s and Company Subsidiaries’ existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage). If such prepaid “tail policy” has been obtained by the Company, it shall be deemed to satisfy all obligations to obtain insurance pursuant to this Section 6.5(d) and the Surviving Corporation shall use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. (e) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and subject shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the requirements and other provisions case may be, shall assume all of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, applicable obligations set forth in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d6.5. (f) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank The Covered Persons (and their Subsidiaries referred to herein successors and heirs) are intended to be third party beneficiaries of this Section 6.5, and this Section 6.5 shall not be enforceable by such persons amended in a manner that is adverse to the Covered Persons (including their successors and heirs) or terminated without the consent of the Covered Persons (including their heirs successors and representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain (a) From and maintain, or cause the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to after the Effective Time. Such insurance , the Surviving Company shall cover (and Parent shall cause the Surviving Company to) indemnify and hold harmless all persons past and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing present directors and officers of the Company or any Company Subsidiary and its Subsidiarieseach Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or any Company Subsidiary (collectively, together with such Persons’ heirs, executors, administrators and assigns, the “Covered Persons”) to the fullest extent permitted by Law, against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Action or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of the Company). Without limiting the foregoing, from and after the Effective Time, Parent, the Company and the Surviving Company shall indemnify and hold harmless the Covered Persons to the fullest extent permitted by Law, for acts or omissions occurring in connection with the process resulting in and the adoption and approval of this Agreement and the consummation of the Transactions. From and after the Effective Time, Parent, the Company and the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action or investigation with respect to the matters subject to indemnification pursuant to this Section 6.4(a) in accordance with the procedures (if any) set forth in the Articles of Association, the certificate of incorporation and bylaws, or other organizational or governance documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement. In the event of any such Action or investigation, Parent, the Company and the Surviving Company shall cooperate with the Covered Person in the defense of any such Action or investigation. (b) For a period of five not less than seven (57) years following from and after the Effective Time, the Buyer articles of association of the Surviving Company and Buyer Bank the Charter Documents of each Company Subsidiary shall indemnifycontain provisions no less favorable with respect to exculpation, indemnification of and advance advancement of expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Articles of Association and the Charter Documents of each Company Subsidiary. Notwithstanding anything herein to the contrary, if any Action or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters that may be subject to indemnification tohereunder on or prior to the seventh anniversary of the Effective Time, persons who served as directors the provisions of this Section 6.4(b) shall continue in effect until the final disposition of such Action or investigation. Following the Effective Time, the indemnification agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company or any Company Bank or Subsidiary shall be assumed by the Surviving Company, without any further action, and shall continue in full force and effect in accordance with their terms. (c) For not less than seven (7) years from and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain for the benefit of their respective the Covered Persons, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of the Company and the Company Subsidiaries on or before relating to errors and omissions of directors and officers or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such 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 (which the Company shall use its reasonable best efforts to purchase prior to the Effective Time), which policies provide such directors and officers with coverage for an aggregate period of at least seven (7) years from and after the Effective Time with respect to liabilities and claims (and related expensesarising from facts or events that occurred on or before the Effective Time, including fees and disbursements in respect of counsel) made against them resulting from their service as the Transactions. If such prepaid policies have been obtained prior to the Effective Time Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in accordance full force and effect, and continue to honor the obligations thereunder. (d) In the event that Parent or the Surviving Company (i) consolidates with or merges into any other Person and subject shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the requirements case may be, shall assume the obligations set forth in this Section 6.4. (e) The rights of each Covered Person pursuant to this Section 6.4 shall be in addition to, and not in limitation of, any other provisions rights such Covered Person may have (including any indemnification, exculpation or advancement of expenses rights) under the articles Articles of incorporation and bylaws Association (or similar documents of Buyer and Buyer Bankany Company Subsidiary), respectivelyany Contract (including any indemnification agreements between the Company or a Company Subsidiary, in effect on the date of this Agreement one hand, and applicable provisions of law to the same extent as Buyer officers and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company or any Company Subsidiary), or under applicable Law. The provisions of this Section 6.4 shall survive the Effective Time and Company Bank shall not be terminated or modified in any manner that is adverse to the Covered Persons (and their Subsidiaries referred to herein are intended to respective successors and assigns), it being expressly agreed that the Covered Persons (including their respective successors and assigns) shall be third party beneficiaries of, and entitled to enforce, this Section 6.4. In the event of any breach by the Surviving Company or Parent of this Section 6.4, the Surviving Company shall pay all reasonable expenses, including attorneys’ fees, that may be enforceable incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 6.4 as such persons and their heirs and representativesfees are incurred upon the written request of such Covered Person.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) From and after the consummation of the Merger, Parent shall, and shall obtain cause the Surviving Corporation to, indemnify, defend and maintainhold harmless any person who is now, or cause the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable has been at any time prior to the insured with respect to matters occurring date hereof, or who becomes prior to the Effective Time. Such insurance shall cover all persons , an officer, director, employee and entities who are covered by agent (the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers “Indemnified Party”) of the Company and its SubsidiariesSubsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney’s fees and expenses). For , judgments, amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, proceeding or investigation whether civil, criminal, administrative, or investigative, (each a period “Claim”) to the extent that any such Claim is based on, arises out of, or pertains to (i) the fact that such person is or was a director, officer, employee or agent of five the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (5ii) years following this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Buyer and Buyer Bank Effective Time, to the full extent permitted under the DGCL or the Company’s certificate of incorporation, by-laws or other indemnification agreements in effect as of the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Any Indemnified Party wishing to claim indemnification under this Section 4.6, upon learning of any such claim, action, suit, proceeding or investigation, shall indemnifynotify Parent, Merger Sub or the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 4.6, except to the extent such failure materially prejudices such party), and advance expenses shall deliver to Merger Sub and the Surviving Corporation the undertaking contemplated by Section 145(e) of the DGCL. 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. In the event any Indemnified Party brings any action against Parent or the Surviving Corporation to enforce rights or to collect monies due under this Section 4.6, the prevailing party in matters such action shall be entitled to recover its costs, including reasonable attorneys’ fees and costs. (b) Parent and the Company agree that may be subject all rights to indemnification toand all limitations or liability existing in favor of any Indemnified Party as provided in the Company’s certificate of incorporation and by-laws as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect, persons who served without any amendment thereto, for a period of six years from the Effective Time; provided, that, in the event any Claim or Claims are 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 Claims; provided, further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL, the Company’s certificate of incorporation or by-laws or such agreements, as the case may be, shall be made by independent legal counsel selected by the Indemnified Party and reasonably acceptable to Parent and; provided, further, that nothing in this Section 4.6 shall impair any rights of any present or former directors or officers of the Company Company. (c) In the event Parent or Company Bank Merger Sub or any of their respective Subsidiaries on successors or before assigns (i) consolidates with or merges into any other person and shall not be the Effective Time with respect continuing or surviving corporation or Entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to liabilities any person, then, and claims (and related expensesin each such case, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time extent necessary to effectuate the purposes of this Section 4.6, proper provision shall be made so that the successors and assigns of Parent or Merger Sub, as applicable, assume the obligations set forth in accordance with this Section 4.6 and subject to the requirements and other provisions none of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, actions described in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(dclauses (i) or (ii) shall be construed as an agreement as taken until such provision is made. (d) Parent or the Surviving Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance policy (“D&O Insurance”) for a period of not less than six years after the Effective Date; provided, that the Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to which such former directors or officers; provided, further, that notwithstanding the directors and officers foregoing, in no event shall Parent or the Surviving Corporation be required to pay in any one year aggregate premiums for D&O Insurance under this Section 4.6 in excess of 200% of the aggregate premiums paid by the Company in fiscal 2005 for such purposes. In the event that, in any one year, the aggregate premiums for D&O Insurance exceed 200% of the aggregate premiums paid by the Company in fiscal 2005 for such purposes, Parent or the Surviving Corporation shall purchase the highest level of D&O Insurance coverage available for 200% of the aggregate premiums paid by the Company in fiscal 2005. (e) This Section 4.6 will survive the consummation of the Merger and Company Bank shall be binding on all successors and their Subsidiaries referred to herein are intended to be third party beneficiaries assigns of the Surviving Corporation and shall be enforceable by such persons and their heirs and representativesall Indemnified Parties.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) After the Effective Time, Parent shall obtain cause the Surviving Corporation to indemnify and maintainhold harmless each person who is now, or has been prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of the Company Subsidiaries or predecessors thereof (the "Indemnified Persons") against (i) all Claims based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was an officer or director of the Company or any of the Company Subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent required or permitted under DGCL (including with respect to the advancement of expenses). Each Indemnified Person and their respective heirs, successors and assigns is intended to be a third party beneficiary of this Section 5.8 and may specifically enforce its terms. This Section 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Charter or By-Laws. (b) The Parent shall cause the Buyer Bank to obtain Surviving Corporation to, and maintainthe Surviving Corporation shall, maintain in effect for six (6) years from the Closing DateEffective Time, if available, the current Company's existing directors' and officers' liability insurance ("D&O Insurance") covering the Indemnified Persons (provided that the Surviving Corporation may substitute therefor policies maintained by of third party policies of insurers with comparable financial strength ratings to the Company or substitute policies with Company's current liability insurance providers of at least the same coverage containing terms and conditions that which are not, taken as a whole, Materially not materially less favorable to the insured favorable) with respect to matters occurring prior to the Effective Time. Such insurance ; provided, however, that in no event shall cover all persons and entities who are covered by the director's and officers' liability policy maintained Surviving Corporation be required to expend pursuant to this Section 5.8(b) more than an amount per year equal to two hundred twenty five percent (225%) of current annual premiums 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 current annual premiums, the Surviving Corporation shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to two hundred twenty five percent (225%) of current annual premiums. If the Surviving Corporation elects to reduce the amount of insurance coverage pursuant to the preceding sentence, it will furnish to the officers and directors currently covered by such D&O Insurance reasonable notice of such reduction in existence on coverage and shall, to the date hereof extent additional coverage is available, afford such Persons the opportunity to pay such additional premiums as may be necessary to maintain the existing level of D&O Insurance coverage. The costs of maintaining the D&O Insurance after the Closing Date will not be included as a Current Liability for purposes of calculating Net Working Capital. (including all existing directors and officers c) The obligations of Parent or the Surviving Corporation under this Section 5.8 are subject to the conditions that each Indemnified Person shall comply with the reasonable written requests of the Company Surviving Corporation or Parent in defending or settling any action hereunder and its Subsidiaries). For a period that any Indemnified Persons shall approve any proposed settlement of five any such action if (5i) years following such settlement involves no finding or admission of any liability or fault by any Indemnified Persons and (ii) the Effective Time, sole relief provided in connection with such settlement is monetary damages that are paid in full by the Buyer and Buyer Bank Surviving Corporation or Parent. (d) This Section 5.8 shall indemnifysurvive the consummation of the Transactions, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank if Purchaser or any of their respective Subsidiaries on its Successors or before the Effective Time assigns consolidates with respect to liabilities or merges into another Person, then and claims (and related expensesin each case, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time in accordance with and subject to the requirements and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) Purchaser shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended cause proper provision to be third party beneficiaries made so that the successors and shall be enforceable by such persons and their heirs and representativesassigns of Purchaser will assume the obligations set forth in this Section 5.8.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain (a) From and maintain, or cause after the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if availableEffective Time, the current Company, the Surviving Corporation and Parent shall indemnify and hold harmless all past and present directors' , officers and officers' liability insurance policies maintained by employees of the Company or substitute policies with coverage containing terms any Company Subsidiary and conditions that are not, taken each Person who served as a wholedirector, Materially officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or any Company Subsidiary (collectively, together with such Persons’ heirs, executors, administrators and assigns, the “Covered Persons”) to the fullest extent permitted by Law against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Action or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of the Company). Without limiting the foregoing, from and after the Effective Time, Parent, the Company and the Surviving Corporation shall indemnify and hold harmless the Covered Persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the process resulting in and the adoption and approval of this Agreement and the consummation of the Transactions. From and after the Effective Time, Parent, the Company and the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action or investigation with respect to the matters subject to indemnification pursuant to this Section 6.4(a) in accordance with the procedures (if any) set forth in the Company Certificate, the Company Bylaws, the certificate of incorporation and bylaws, or other organizational or governance documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement. In the event of any such Action or investigation, Parent, the Company and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such Action or investigation. (b) For not less than six years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to Covered Persons for periods at or prior to the insured Effective Time than are currently set forth in the Company Certificate and the Company Bylaws. Notwithstanding anything herein to the contrary, if any Action or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification hereunder on or prior to the sixth Table of Contents anniversary of the Effective Time, the provisions of this Section 6.4(b) shall continue in effect until the final disposition of such Action or investigation. Following the Effective Time, the indemnification agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms. (c) For not less than six years from and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain for the benefit of the Covered Persons, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by Time (the director's and officers' liability policy maintained by the Company “D&O Insurance”) that is substantially equivalent to and in existence on any event not less favorable in the date hereof (including all aggregate than the existing directors and officers policies of the Company and its Subsidiaries)the Company Subsidiaries relating to errors and omissions of directors and officers or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. For a period The provisions of five the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time (5) years following which the Company shall be permitted to purchase prior to the Effective Time), the Buyer which policies provide such directors and Buyer Bank shall indemnify, officers with coverage for an aggregate period of at least six years from and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before after the Effective Time with respect to liabilities and claims (and related expensesarising from facts or events that occurred on or before the Effective Time, including fees and disbursements in respect of counsel) made against them resulting from their service as the Transactions. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 6.4. (e) The rights of each Covered Person pursuant to this Section 6.4 shall be in addition to, and not in limitation of, any other rights such Covered Person may have under the Company Certificate, the Company Bylaws (or similar documents of any Company Subsidiary), any Contract, or under applicable Law. The provisions of this Section 6.4 shall survive the Effective Time and shall not be terminated or modified in accordance with and subject any manner that is adverse to the requirements Covered Persons (and other provisions of their respective successors and assigns), it being expressly agreed that the articles of incorporation Covered Persons (including their respective successors and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(dassigns) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries of, and entitled to enforce, this Section 6.4. In the event of any breach by the Surviving Corporation or Parent of this Section 6.4, the Surviving Corporation shall pay all reasonable expenses, including attorneys’ fees, that may be enforceable incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 6.4 as such persons and their heirs and representativesfees are incurred upon the written request of such Covered Person.

Directors’ and Officers’ Insurance and Indemnification. The Buyer shall obtain (a) From and maintain, or cause the Buyer Bank to obtain and maintain, in effect for six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to after the Effective Time. Such insurance , the Surviving Company shall cover (and Parent shall cause the Surviving Company to) indemnify and hold harmless all persons past and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing present directors and officers of the Company or any Company Subsidiary and its Subsidiarieseach Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or any Company Subsidiary (collectively, together with such Persons’ heirs, executors, administrators and assigns, the “Covered Persons”) to the fullest extent permitted by Law, against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Action or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of the Company). Without limiting the foregoing, from and after the Effective Time, Parent, the Company and the Surviving Company shall indemnify and hold harmless the Covered Persons to the fullest extent permitted by Law, for acts or omissions occurring in connection with the process resulting in and the adoption and approval of this Agreement and the consummation of the Transactions. From and after the Effective Time, Parent, the Company and the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action or investigation with respect to the matters subject to indemnification pursuant to this Section ‎6.4(a) in accordance with the procedures (if any) set forth in the Articles of Association, the certificate of incorporation and bylaws, or other organizational or governance documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement. In the event of any such Action or investigation, Parent, the Company and the Surviving Company shall cooperate with the Covered Person in the defense of any such Action or investigation. (b) For a period of five not less than seven (57) years following from and after the Effective Time, the Buyer articles of association of the Surviving Company and Buyer Bank the Charter Documents of each Company Subsidiary shall indemnifycontain provisions no less favorable with respect to exculpation, indemnification of and advance advancement of expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Articles of Association and the Charter Documents of each Company Subsidiary. Notwithstanding anything herein to the contrary, if any Action or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters that may be subject to indemnification tohereunder on or prior to the seventh anniversary of the Effective Time, persons who served as directors the provisions of this Section ‎6.4(b) shall continue in effect until the final disposition of such Action or investigation. Following the Effective Time, the indemnification agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company or any Company Bank or Subsidiary shall be assumed by the Surviving Company, without any further action, and shall continue in full force and effect in accordance with their terms. (c) For not less than seven (7) years from and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain for the benefit of their respective the Covered Persons, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of the Company and the Company Subsidiaries on or before relating to errors and omissions of directors and officers or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such 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 (which the Company shall use its reasonable best efforts to purchase prior to the Effective Time), which policies provide such directors and officers with coverage for an aggregate period of at least seven (7) years from and after the Effective Time with respect to liabilities and claims (and related expensesarising from facts or events that occurred on or before the Effective Time, including fees and disbursements in respect of counsel) made against them resulting from their service as the Transactions. If such prepaid policies have been obtained prior to the Effective Time Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in accordance full force and effect, and continue to honor the obligations thereunder. (d) In the event that Parent or the Surviving Company (i) consolidates with or merges into any other Person and subject shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the requirements case may be, shall assume the obligations set forth in this Section ‎6.4. (e) The rights of each Covered Person pursuant to this Section ‎6.4 shall be in addition to, and not in limitation of, any other provisions rights such Covered Person may have (including any indemnification, exculpation or advancement of expenses rights) under the articles Articles of incorporation and bylaws Association (or similar documents of Buyer and Buyer Bankany Company Subsidiary), respectivelyany Contract (including any indemnification agreements between the Company or a Company Subsidiary, in effect on the date of this Agreement one hand, and applicable provisions of law to the same extent as Buyer officers and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(d) shall be construed as an agreement as to which the directors and officers of the Company or any Company Subsidiary), or under applicable Law. The provisions of this Section ‎6.4 shall survive the Effective Time and Company Bank shall not be terminated or modified in any manner that is adverse to the Covered Persons (and their Subsidiaries referred to herein are intended to respective successors and assigns), it being expressly agreed that the Covered Persons (including their respective successors and assigns) shall be third party beneficiaries of, and entitled to enforce, this Section ‎6.4. In the event of any breach by the Surviving Company or Parent of this Section ‎6.4, the Surviving Company shall pay all reasonable expenses, including attorneys’ fees, that may be enforceable incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section ‎6.4 as such persons and their heirs and representativesfees are incurred upon the written request of such Covered Person.

Directors’ and Officers’ Insurance and Indemnification. The Buyer (a) From and after the consummation of the Offer, Parent shall, and shall obtain cause the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and maintainhold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Section 5.7 of the Company Disclosure Schedule, or otherwise as permitted by contracts identified on Section 5.7 of the Company Disclosure Schedule, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Buyer Bank Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to obtain such Company Indemnified Party its legal and maintainother expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto. (b) Parent and the Company agree that all rights to indemnification and all limitations on liability existing in favor of a Company Indemnified Party as provided in the Company's Articles of Incorporation and By-laws as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of six years from the Effective Time to the extent such rights are consistent with the MGCL; provided, that in the event any claim or claims are 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 claims; provided further, that nothing in this Section 5.7 shall impair any rights or obligations of any present or former directors or officers of the Company (c) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six (6) years from after the Closing Date, if available, the current Effective Time policies of directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured fiduciary liability insurance with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers of the Company and its Subsidiaries). For a period of five (5) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors at or officers of the Company or Company Bank or any of their respective Subsidiaries on or before the Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in accordance with and subject any material respect, to those currently maintained by the Company for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies prior to the requirements Effective Time (the "Indemnified Parties"). (d) In the event Parent or Newco or any of their successors or assigns (i) consolidates with or merges into any other person and other provisions shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 5.7, proper provision shall be made so that the successors and assigns of Parent and Newco assume the obligations set forth in this Section 5.7 and none of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, actions described in effect on the date of this Agreement and applicable provisions of law to the same extent as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers with respect to liabilities and claims made against them resulting from their service for Buyer and Buyer Bank, respectively. This Section 6.2(dclauses (i) or (ii) shall be construed as an agreement as to which the directors and officers of the Company and Company Bank and their Subsidiaries referred to herein are intended to be third party beneficiaries and shall be enforceable by taken until such persons and their heirs and representativesprovision is made.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the Effective Time, the Surviving Entity shall honor and comply with, to the fullest extent permissible under applicable Law, the obligations of the Company with respect to indemnification, advancement of expenses and exculpation and related matters, under the Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to individuals who at or prior to the Effective Time were officers, directors or agents of the Company or a Company Subsidiary and covered by such Company Governing Documents or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including, but not limited to, in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.5(a), for a period of six (6) years after the Effective Time, the Surviving Entity shall: (i) indemnify and hold harmless each Covered Person 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 Covered Person’s capacity as such, or (B) this Agreement and any of the Transactions; 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 Covered Person upon receipt, to the extent required by applicable Law, of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined by order of a court, regulatory authority or authorized adjudicating body that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 7.5 or elsewhere in this Agreement, (i) the Surviving Entity shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of a Covered Person for which indemnification may be sought under this Section 7.5(b) without the Covered Person’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such 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, (ii) the Surviving Entity shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) the Surviving Entity shall not have any obligation hereunder to any Covered Person 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 Covered Person shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (c) For a period of six (6) years after the Effective Time, the articles of organization and limited liability company operating agreement of the Surviving Entity shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents. The Buyer Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) Prior to the Effective Time, the Company shall, in consultation with Parent, obtain and maintainfully pay the premium for the non-cancelable extension of the coverage afforded by the Company’s existing directors’ and officers’ liability insurance policies (the “D&O Insurance”) in each case, for a claims reporting or cause the Buyer Bank to obtain and maintain, in effect for discovery period of at least six (6) years from the Closing Date, if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies with coverage containing terms and conditions that are not, taken as a whole, Materially less favorable to the insured with respect to matters occurring prior to the Effective Time. Such insurance shall cover all persons and entities who are covered by the director's and officers' liability policy maintained by the Company and in existence on the date hereof (including all existing directors and officers of the Company and its Subsidiaries). For a period of five (5) years following the Effective Time, the Buyer and Buyer Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of the Company or Company Bank or any of their respective Subsidiaries on or before after the Effective Time with respect to liabilities and claims (and any claim related expenses, including fees and disbursements to any period of counsel) made against them resulting from their service as such time at or prior to the Effective Time in accordance from one or more insurance carriers with and subject to the requirements and other provisions of the articles of incorporation and bylaws of Buyer and Buyer Bank, respectively, in effect on the date of this Agreement and applicable provisions of law to the same extent or better credit rating as Buyer and Buyer Bank, respectively, are obligated thereunder to indemnify and advance expenses to their own respective directors and officers the Company’s current insurance carrier with respect to liabilities D&O Insurance with terms, conditions and claims made against them resulting from their service for Buyer retentions that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies (true, correct and Buyer Bankcomplete copies of which have been provided to Parent prior to the date hereof) and with limits of liability that are no lower than the limits on the Company’s existing policies as long as the premium in the aggregate does not exceed two hundred fifty percent (250%) of the annual aggregate premium(s) under the Company’s existing policies. (e) In the event the Surviving 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 of such consolidation or merger or (ii) liquidates, respectively. This Section 6.2(d) dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be construed made so that the successors and assigns of Parent or the Surviving Entity, as an agreement applicable, or such continuing or surviving corporation or entity or transferee of such assets, as to which the directors and officers case may be, shall assume all of the Company and Company Bank applicable obligations set forth in this Section 7.5. (f) The Covered Persons (and their Subsidiaries referred to herein successors and heirs) are intended to be third third-party beneficiaries of this Section 7.5 and from and after the Effective Time this Section 7.5 shall not be enforceable by terminated or amended in a manner that is materially adverse to a Covered Person without such persons and their heirs and representativesCovered Person’s consent.