Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Certificate of Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the Company for the period ended June 10, 1998. The following financial statements are attached to this report and filed as a part thereof.

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that (the “DGCL”) authorizes a Delaware corporation has the powercorporation’s board of directors to grant, under specified circumstancesand authorizes a court to award, indemnity to indemnify its directors, officers, employees directors and agents, against expenses incurred in any action, suit or proceedingother corporate agents under certain circumstances. The Certificate of Incorporation and the By-laws As permitted by Section 102(b)(7) of the Company provide DGCL, the Company’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for indemnification of directors and officers monetary damages to the fullest extent permitted by Delaware law. Consequently, the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director Company’s directors will not be personally liable to the corporation Company or its stockholders for monetary damages for any breach of fiduciary duty duties as a director provided that such provision shall not eliminate or limit directors, except liability for the liability of a director (i) for following: • any breach of the director's ’s duty of loyalty to the corporation us or its to our stockholders, (ii) for ; • acts or omissions not in good faith or which that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions ; • unlawful payment of dividends or redemptions of, unlawful stock repurchases or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for redemptions; and • any transaction from which the director derived an improper personal benefit. The Our certificate of incorporation provides that we may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company's Certificate , or serves or served at any other enterprise as a director, officer, employee or agent at the request of Incorporation contains the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a provisiondirector’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933Our amended and rested bylaws provide that the Company shall indemnify and hold harmless, AS AMENDEDto the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, MAY BE PERMITTED TO DIRECTORSany director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONSsuit or proceeding, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLEwhether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. PART F/S FINANCIAL STATEMENTSUnder our amended and restated bylaws, we are empowered to enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of any person whom we are required or permitted to indemnify. Attached are audited financial statements In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and officers. These agreements provide for the Company indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the period ended June 10, 1998fact that they are or were our agents. The following financial statements We believe that these bylaw provisions and indemnification agreements are attached necessary to this report attract and filed retain qualified persons as a part thereofdirectors and officers. We also maintain directors’ and officers’ liability insurance.

Indemnification of Directors and Officers. Section 145 The Companies Act 1981 of Bermuda (the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the General Corporation Law of company, and to exercise the State of Delaware care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Delaware corporation has the power, under specified circumstances, to Bermuda company may indemnify its directorsdirectors in respect of any loss arising or liability attaching to them as a result of any negligence, officersdefault, employees and agentsbreach of duty or breach of trust of which they may be guilty. However, against expenses incurred the Companies Act further provides that any provision, whether in any action, suit or proceeding. The Certificate of Incorporation and the Bybye-laws of a company or in any contract between the Company provide for indemnification company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of directors and officers any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the fullest company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the General Corporation Law Companies Act in the event each person who is involved in legal proceedings by reason of the State fact that person is or was a director, officer or resident representative of Delawarethe Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The General Corporation Law Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the State Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of Delaware provides that a certificate any officer or director in respect of incorporation may contain a provision eliminating the personal any loss or liability attaching to him in respect of a director to the corporation or its stockholders for monetary damages for any negligence, default, breach of fiduciary duty as a director provided or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that such provision shall not eliminate or limit the liability of a director provide coverage (i) for any to its directors and officers against loss arising from claims made by reason of breach of the director's duty of loyalty to the corporation or its stockholders, other wrongful act and (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Certificate of Incorporation contains Registrant with respect to indemnification payments that it may make to such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the Company for the period ended June 10, 1998. The following financial statements are attached to this report directors and filed as a part thereofofficers.

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Company’s Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers provides that to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a law, no director shall be personally liable to the corporation Company or its stockholders for monetary damages for breach of his fiduciary duty as a director director. Section 102(7) of the Delaware Law provides that a corporation may include such a provision in its certificate of incorporation, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the a director's duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law (relating to liability for unauthorized acquisitions or redemptions of, or unlawful payment of dividends on, capital stockand certain other matters) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from in which the a director derived an improper personal benefit. The General Corporation Law of Delaware, the Company’s state of incorporation, permits the Company to indemnify directors and officers in certain circumstances against expenses, judgments, fines and amounts paid in settlement in connection with legal proceedings in which such persons may be involved due to their positions with the Company, and to advance payment of expenses to such persons. A director or officer may be indemnified if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Company's Certificate of Incorporation contains and By-laws require that such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for persons be indemnified by the Company to the fullest extent authorized by law, and set out a procedure by which these rights may be enforced. To the extent that a director or officer has been successful in the defense of any such action, the Company must indemnify him for his expenses. In the period ended June 10case of partially or wholly unsuccessful defenses, 1998or settlements, a disinterested majority of the Board of Directors, independent legal counsel, or the stockholders may decide if his conduct met the standard set out above and, if it is decided that this standard was met, the Company must indemnify him. If it is decided that his conduct did not meet this standard, or if no decision is made, the director or officer may bring an action to enforce his right to indemnification and, if the court finds that his action did meet the standard, the Company must indemnify him. The following financial statements are attached Company bears the burden of proof in any such action. However, if a director or officer has been found liable to this report and filed the Company in an action by or in the right of the Company (such as a part thereofstockholders’ derivative suit), indemnification is available only to the extent ordered by the court in which such action was brought. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Indemnification of Directors and Officers. Section 145 of 8.01. To the General Corporation Law of the State of Delaware provides that a Delaware corporation has the powermaximum extent provided by applicable law, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers no ------------ director shall be personally liable to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director provided that such provision director. The foregoing sentence shall not eliminate or limit the liability of a director director, (i) for any breach of the director's duty of loyalty to of the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under pursuant to Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Certificate No amendment to or repeal of Incorporation contains this Article VIII shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such a provisiondirector or officer occurring prior to such amendment. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933Directors and officers of the Corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, AS AMENDEDcriminal, MAY BE PERMITTED TO DIRECTORSadministrative or investigative action, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLEsuit or proceeding (whether brought by or in the name of the Corporation or otherwise) arising out of their service to the Corporation or to another organization at the request of the Corporation. PART F/S FINANCIAL STATEMENTS. Attached Persons who are audited financial statements for not directors or officers of the Company for Corporation may be similarly indemnified in respect of such service to the period ended June 10, 1998extent authorized at any time by the Board of Directors of the Corporation. The following financial statements are attached Corporation may purchase and maintain insurance to protect itself and any such director, officer or other person against any liability asserted against him and incurred by him in respect of such service whether or not the Corporation would have the power to indemnify him against such liability by law or under the provisions of this report Article. The provisions of this Article shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and filed as a part thereofto directors, officers and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors and administrators of the directors, officers and other persons referred to in this Article.

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that (the “DGCL”) authorizes a Delaware corporation has the powercorporation’s board of directors to grant, under specified circumstancesand authorizes a court to award, indemnity to indemnify its directors, officers, employees directors and agents, against expenses incurred in any action, suit or proceedingother corporate agents under certain circumstances. The Certificate of Incorporation and the By-laws As permitted by Section 102(b)(7) of the Company provide DGCL, the Company’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for indemnification of directors and officers monetary damages to the fullest extent permitted by Delaware law. Consequently, the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director Company’s directors will not be personally liable to the corporation Company or its stockholders for monetary damages for any breach of fiduciary duty duties as a director provided that such provision shall not eliminate or limit directors, except liability for the liability of a director (i) for following: • any breach of the director's ’s duty of loyalty to the corporation us or its to our stockholders, (ii) for ; • acts or omissions not in good faith or which that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions ; • unlawful payment of dividends or redemptions of, unlawful stock repurchases or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for redemptions; and • any transaction from which the director derived an improper personal benefit. The Our certificate of incorporation provides that wemay indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company's Certificate , or serves or served at any other enterprise as a director, officer, employee or agent at the request of Incorporation contains the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a provisiondirector’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933Our amended and rested bylaws provide that the Company shall indemnify and hold harmless, AS AMENDEDto the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, MAY BE PERMITTED TO DIRECTORSany director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONSsuit or proceeding, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLEwhether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. PART F/S FINANCIAL STATEMENTSUnder our amended and restated bylaws, we are empowered to enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of any person whom we are required or permitted to indemnify. Attached are audited financial statements In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and officers. These agreements provide for the Company indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the period ended June 10, 1998fact that they are or were our agents. The following financial statements We believe that these bylaw provisions and indemnification agreements are attached necessary to this report attract and filed retain qualified persons as a part thereofdirectors and officers. We also maintain directors’ and officers’ liability insurance.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the “DGCL”) and Article X of the State Registrant’s Fifth Amended and Restated By-laws (the “By-laws”) provide for the indemnification of Delaware the Registrant’s directors and officers in a variety of circumstances, which may include liabilities under the Securities Act. Section 145 of the DGCL also provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Section 145 of the DGCL also provides that a Delaware corporation has the powerpower to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under specified circumstances, this Section 145. Article X of the Registrant’s By-laws generally requires the Registrant to indemnify its directorsdirectors and officers against all liabilities (including judgments, officerssettlements, employees fines and agents, against penalties) and reasonable expenses incurred in connection with the investigation, defense, settlement or appeal of any type of action, suit whether instituted by a third party or proceedinga stockholder (either directly or derivatively) and including specifically, but without limitation, actions brought under the Securities Act and/or the Exchange Act. The In addition, the Registrant’s Third Amended and Restated Certificate of Incorporation and (the By-laws “Certificate of the Company provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain Incorporation”) contains a provision eliminating which eliminates the personal liability of a director to the corporation or Registrant and its stockholders for monetary damages for breach certain breaches of his or her fiduciary duty of care as a director provided that such director. This provision shall not does not, however, eliminate or limit the personal liability of a director (i) for any breach of the such director's ’s duty of loyalty to the corporation Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Certificate of Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the Company for the period ended June 10, 1998. The following financial statements are attached to this report and filed as a part thereof.,

Indemnification of Directors and Officers. Reference is made to Section 145 102(b)(7) of the Delaware General Corporation Law of (the State of Delaware provides that "DGCL"), which enables a Delaware corporation has the power, under specified circumstances, to indemnify in its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a original certificate of incorporation may contain a provision eliminating or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director's fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under pursuant to Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law DGCL (providing for liability of the State directors for unlawful payment of Delawaredividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The CompanyOld Second's Restated Certificate includes a provision eliminating the liability of Incorporation contains directors consistent with Section 102(b)(7) of the DGCL. Reference also is made to Section 145 of the DGCL which provides that a corporation may indemnify any person, including officers and directors, who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933director, AS AMENDEDofficer, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the Company for the period ended June 10, 1998employee or agent of another corporation or enterprise. The following financial statements are attached indemnity may include expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he reasonably believed to this report be in or not opposed to the corporation's best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify its officers, directors, employees and filed as agents in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer, director, employee or agent actually and reasonable incurred in connection therewith. Old Second's Restated Certificate provides for indemnification of directors and officers of Old Second to the full extent permitted by the DGCL. Old Second maintains a part thereofdirectors' liability policy to insure its liability under the above-described provision of its Restated Certificate and to insure individual directors against certain obligations not covered by such provisions.

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Company's Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers provides that to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a law, no director shall be personally liable to the corporation Company or its stockholders for monetary damages for breach of his fiduciary duty as a director director. Section 102(7) of the Delaware Law provides that a corporation may include such a provision in its certificate of incorporation, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the a director's duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law (relating to liability for unauthorized acquisitions or redemptions of, or unlawful payment of dividends on, capital stockand certain other matters) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from in which the a director derived an improper personal benefit. The General Corporation Law of Delaware, the Company's state of incorporation, permits the Company to indemnify directors and officers in certain circumstances against expenses, judgments, fines and amounts paid in settlement in connection with legal proceedings in which such persons may be involved due to their positions with the Company, and to advance payment of expenses to such persons. A director or officer may be indemnified if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Company's Certificate of Incorporation contains and By-laws require that such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for persons be indemnified by the Company to the fullest extent authorized by law, and set out a procedure by which these rights may be enforced. To the extent that a director or officer has been successful in the defense of any such action, the Company must indemnify him for his expenses. In the period ended June 10case of partially or wholly unsuccessful defenses, 1998or settlements, a disinterested majority of the Board of Directors, independent legal counsel, or the stockholders may decide if his conduct met the standard set out above and, if it is decided that this standard was met, the Company must indemnify him. If it is decided that his conduct did not meet this standard, or if no decision is made, the director or officer may bring an action to enforce his right to indemnification and, if the court finds that his action did meet the standard, the Company must indemnify him. The following financial statements are attached Company bears the burden of proof in any such action. However, if a director or officer has been found liable to this report and filed the Company in an action by or in the right of the Company (such as a part thereofstockholders' derivative suit), indemnification is available only to the extent ordered by the court in which such action was brought. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Indemnification of Directors and Officers. Section 145 Amerada Xxxx Corporation is a Delaware corporation subject to the applicable provisions of the Delaware General Corporation Law (the "DGCL") related to the limitation of the State of Delaware provides that a Delaware corporation has the powerdirector liability, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers to the fullest extent permitted and insurance against director and officer liability maintained by the General Corporation Law a corporation on behalf of the State of Delawaredirectors and officers. The General Corporation Law of the State of Delaware provides that DGCL permits a corporation's certificate of incorporation may contain a provision eliminating to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such the relevant provision shall does not eliminate or limit the liability of a director (ia) for any breach of the director's duty of loyalty to the corporation or its stockholders, (iib) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iiic) under Section 174 (relating to liability for unauthorized acquisitions unlawful payment of a dividend or redemptions of, approval of an unlawful stock purchase or dividends on, capital stock) of the General Corporation Law of the State of Delaware, redemption or (ivd) for any transaction from which the director derived an improper personal benefit. The CompanyDGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the relevant conduct was unlawful. In any threatened, pending or completed action or suit by or in the right of a corporation, the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any such action or suit by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim or issue as to which such person shall have been adjudged liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action was brought determines on application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court deems proper. The DGCL requires a corporation to indemnify a director or officer who has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the previous two paragraphs or 14 in defense of any claim, issue or matter therein against expenses actually and reasonably incurred in connection therewith. Corporations may pay expenses incurred by an officer or director in defending any proceeding in advance of the final disposition of the matter on receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that the person is not entitled to indemnity. The indemnification provided for by the DGCL is not exclusive of any other rights to which the indemnified party may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Amerada Xxxx Corporation's Restated Certificate of Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements and by-laws provide in effect for the Company indemnification by Amerada Xxxx Corporation of each director and officer of Amerada Xxxx Corporation to the fullest extent permitted by applicable law. The Underwriting Agreement in connection with the offering of debt securities provides for the period ended June 10, 1998. The following financial statements are attached underwriters to this report indemnify Amerada Xxxx Corporation and filed as a part thereofcertain other persons including the directors against certain liabilities.

Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides that (the “DGCL”) authorizes a Delaware corporation has the powercorporation’s board of directors to grant, under specified circumstancesand authorizes a court to award, indemnity to indemnify its directors, officers, employees directors and agents, against expenses incurred in any action, suit or proceedingother corporate agents under certain circumstances. The Certificate of Incorporation and the By-laws As permitted by Section 102(b)(7) of the Company provide DGCL, the Company’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for indemnification of directors and officers monetary damages to the fullest extent permitted by Delaware law. Consequently, the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director Company’s directors will not be personally liable to the corporation Company or its stockholders for monetary damages for any breach of fiduciary duty duties as a director provided that such provision shall not eliminate or limit directors, except liability for the liability of a director (i) for following: · any breach of the director's ’s duty of loyalty to the corporation us or its to our stockholders, (ii) for ; · acts or omissions not in good faith or which that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions ; · unlawful payment of dividends or redemptions of, unlawful stock repurchases or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for redemptions; and · any transaction from which the director derived an improper personal benefit. The Our certificate of incorporation provides that we may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company's Certificate , or serves or served at any other enterprise as a director, officer, employee or agent at the request of Incorporation contains the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a provisiondirector’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933Our amended and rested bylaws provide that the Company shall indemnify and hold harmless, AS AMENDEDto the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, MAY BE PERMITTED TO DIRECTORSany director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONSsuit or proceeding, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLEwhether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. PART F/S FINANCIAL STATEMENTSUnder our amended and restated bylaws, we are empowered to enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of any person whom we are required or permitted to indemnify. Attached are audited financial statements In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and officers. These agreements provide for the Company indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the period ended June 10, 1998fact that they are or were our agents. The following financial statements We believe that these bylaw provisions and indemnification agreements are attached necessary to this report attract and filed retain qualified persons as a part thereofdirectors and officers. We also maintain directors’ and officers’ liability insurance.