Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Act.

Indemnification of Directors and Officers. Section 145 of the Delaware General The Corporation Lawand New Ceridian shall, or the DGCL, authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, indemnify, defend and save harmless the persons who were officers and directors of Ceridian, immediately prior to the Distribution Date, from and against any and all liability (including attorneys’ fees (but excluding any judgments, fines losses, damages, civil penalties, excise taxes, interest and settlement amounts), any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to each indemnified director which they may be subjected by reason of any act alleged to have been done or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding omitted to be done arising out of that person’s services service as a director or officer brought on behalf in connection with their service as officers and directors of us Ceridian and any related or affiliated entity, including all expenses reasonably incurred in furtherance their defense if the Corporation and New Ceridian fail to provide such defense after having been requested to do so in writing. Regardless of our whether the Corporation or New Ceridian assumes such defense, counsel for such defense may be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 3.6 shall be cumulative and without prejudice to the assertion of any other rights. Additionally, certain of our directors To the extent that an officer or officers may have certain rights to indemnification, advancement of expenses or director receives payment under any liability insurance provided by their affiliates or other third partiesindemnification arrangement with respect to a matter covered by this Section 3.6, that officer or director shall reimburse the party which indemnification relates has made payments to and might apply him or her hereunder, but no reimbursement shall be required except to the same proceedings arising out extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of the Corporation and New Ceridian with respect to the Indemnification provided in this Section 3.6 shall be joint and several as to the officer or director in question, but as between the Corporation and New Ceridian, such director’s liabilityshall be allocated to either the Media Information Group or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims New Ceridian Group based on whether the acts or omissions giving rise to the Liability are attributable to officers or directors of the New Ceridian Group (in which case such liability shall be allocated to the appropriate member of the New Ceridian Group) or are attributable to officers or directors of the Media Information Group (in which case such liability shall be allocated to the appropriate member of the Media Information Group). Notwithstanding the third-party beneficiary provisions of this Agreement, the officers and directors covered by this Section 3.6 shall be and shall be deemed to be beneficiaries of this Article III and shall be entitled to enforce their capacities as directors rights hereunder through legal action or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actotherwise.

Indemnification of Directors and Officers. Section 145 of Each and every Director and officer (each an “Indemnitee,” and the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify its directors and Directors and/or officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover group, the “Indemnitees”) shall be indemnified by the Foundation against all costs, expenses (and liabilities, including attorneys’ fees) judgmentsattorney and paralegal fees at all trial and appellate levels and post-judgment proceedings, fines and amounts paid in settlement actually and reasonably incurred by the director or officer imposed upon such person or persons in connection with any such actionnegotiation, suit proceeding, arbitration, litigation or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred settlement in which an Indemnitee may become involved by directors and officers in advance reason of the final disposition of such action, suit being or proceeding. In addition, Section 145 provides that having been a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director Director or officer, or arising out of their status as such, . The foregoing provisions for indemnification shall apply whether or not the corporation would have the power to indemnify the director such person is a Director or officer against at the time such liability under Section 145costs, expenses and/or liabilities are incurred. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate Notwithstanding the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers andforegoing, in the discretion event of our board any settlement, the indemnification provisions provided in this Article 9 shall not be automatic and shall apply only when the Board approves such settlement and reimbursement for the costs and expenses of directors, certain employees to the fullest extent permitted by the DGCL, such settlement as it now exists or may being in the future be amended; best interest of the Foundation, and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion event an Indemnitee admits or is adjudged guilty by a court of our board competent jurisdiction of directorswillful misfeasance or malfeasance in the performance of an Indemnitee’s duties, the indemnification provisions of this Article 9 shall not apply. The foregoing right of indemnification shall be in addition to our officers and certain employees, in connection with legal proceedings relating not exclusive of any and all right of indemnification to their service for which an Indemnitee may be entitled whether by statute or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware under common law. We will advance expenses, including attorneys’ fees No amendment to these Articles which reduces or restricts the indemnity created in this Article 9 may be adopted without the prior consent of each and every Director and officer (but excluding judgments, fines and settlement amounts), to each indemnified director whether current or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided former) affected by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actamendment.

Indemnification of Directors and Officers. Section 145 Article 10 of Chapter 9 of Title 13.1 of the Delaware General Corporation LawCode of Virginia, or as amended (the DGCL“Virginia Code”), authorizes stipulates that, unless limited by its articles of incorporation, a Virginia corporation to must indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation. The indemnity may cover , against the expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or the proceeding. Section 145 The Virginia Code permits corporations a corporation to advance funds to a director or officer to pay for or reimburse expenses (including attorneys’ fees) incurred by directors and officers in advance of the any legal proceeding before final disposition of the proceeding, if the director or officer delivers to the corporation a signed written undertaking to repay any funds advanced if he or she is not entitled to mandatory indemnification and it is ultimately determined that he or she did not meet the relevant standard of conduct. A corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. To meet the relevant standard of conduct, the Virginia Code provides that the director or officer must have believed, in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and, in the case of other conduct, that his or her conduct was at least not opposed to its best interests. In the case of any criminal proceeding, the director or officer must not have had reasonable cause to believe his or her conduct was unlawful. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is adjudged to be liable to the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. The Articles of Incorporation of the Registrant (the “Articles”) provide that, to the full extent permitted by applicable law, the Registrant will indemnify any past or current director or officer of the Registrant who was or is a party to any proceeding, including a proceeding brought by or in the right of the Registrant or brought by or on behalf of the shareholders of the Registrant, against any liability incurred by him in connection with such actionproceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, suit the board of directors is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or proceedingofficer against liability and to advance or reimburse his or her expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. Indemnification is limited to all proceedings commenced after the effective date of the Articles that arise from any act or omission, whether occurring before or after such effective date. In addition, Section 145 provides the Articles provide that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and Registrant will pay for or reimburse the reasonable expenses incurred by them in their capacity as a director or officer, officer who is a party to a proceeding in advance of final disposition of the proceeding or arising out the making of their status as such, whether or not the corporation would have the power to indemnify any determination of indemnification if the director or officer against furnishes (i) a written statement of his or her good faith belief that he or she has met the requisite standard of conduct and (ii) a written undertaking to repay the advance if it is ultimately determined that he or she did not meet such liability standard of conduct. The By-Laws of the Registrant (the “By-Laws”) provide that, unless the Registrant otherwise consents in writing, the federal and state courts in the Commonwealth of Virginia shall be the sole and exclusive forum for certain actions or proceedings, including (i) any derivative action or proceeding brought on behalf of the Registrant, (ii) any action asserting breach of fiduciary duty claims, (iii) any action asserting claims arising under the Virginia Stock Corporation Act, the Articles or By-Laws, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Articles or By-Laws, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses arising out of the Articles, By-Laws or otherwise, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or more “internal corporate claims,” as that term is defined in subsection C of Section 145. We have adopted provisions 13.1-624 of the Virginia Code, in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors all cases to the fullest extent permitted by law. In addition, the DGCLBy-Laws provide that, as it now exists or may unless the Registrant otherwise consents in writing, the United States federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Registrant has entered into indemnification agreements with its directors and executive officers in furtherance of the indemnification provisions contained in the future be amendedArticles. ConsequentlyThe Registrant also maintains an officers’ and directors’ liability insurance policy. The Virginia Code also establishes a statutory limit on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation, and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or, if approved by the shareholders, in the bylaws; however, the liability of a director will or officer shall not be personally liable to us limited if such officer or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not director engaged in good faith or that involves intentional willful misconduct or a knowing violation of the criminal law or of any federal or state securities law; • any unlawful payments related to dividends or unlawful stock purchases. The Registrant’s Articles provides that, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest full extent permitted by that applicable law permits the DGCL, as it now exists limitation or may in elimination of the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion liability of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each , no director or officer of our directors, certain of our executive officers and, at times, their affiliates the Registrant made a party to any proceeding shall be liable to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director Registrant or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers its shareholders for any action or proceeding monetary damages arising out of that person’s services as a director any transaction, occurrence or officer brought on behalf course of us conduct, whether occurring prior or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply subsequent to the same proceedings arising out effective date of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities ActArticles.

Indemnification of Directors and Officers. Section 145 of Registrant is organized under the Delaware General Michigan Business Corporation LawAct (the “MBCA”) which, or the DGCLin general, authorizes a corporation empowers Michigan corporations to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that they have served such person is or are currently was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director director, officer, partner, trustee, employee or officer to a corporation. The indemnity may cover expenses (agent of another enterprise, against expenses, including attorneys’ fees) , judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of therewith if the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not person acted in good faith and in a manner reasonably believed to be in or that involves intentional misconduct not opposed to the best interests of the corporation or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers its shareholders and, in with respect to a criminal action or proceeding, if the discretion of our board of directors, certain employees person had no reasonable cause to the fullest extent permitted by the DGCL, as it now exists believe his or may in the future be amended; and • we will advance reasonable her conduct was unlawful. The MBCA also empowers Michigan corporations to provide similar indemnity to such a person for expenses, including attorneys’ fees, to our directors and, and amounts paid in settlement actually and reasonably incurred by the discretion of our board of directors, to our officers and certain employees, person in connection with legal proceedings relating actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to their service for be in or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates not opposed to the fullest extent permitted by Delaware lawbest interests of the corporation or its shareholders, except in respect of any claim, issue or matter in which the person has been found liable to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnification in view of all relevant circumstances, in which case indemnification is limited to reasonable expenses incurred. We will advance expensesIf a person is successful in defending against a derivative action or third-party action, including attorneys’ fees (but excluding judgmentsas described in the preceding paragraph, fines the MBCA requires that a Michigan corporation indemnify the person for actual and settlement amounts), to each indemnified director or executive officer reasonable expenses incurred in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actaction.

Indemnification of Directors and Officers. Section 145 of the Delaware General The Corporation Lawshall indemnify any individual who is, was or the DGCL, authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or is threatened to be made a party to a proceeding (including a proceeding by reason or in the right of the fact that they have served Corporation) because such individual is or was a director or officer of the Corporation, or because such individual is or was serving the Corporation or any other legal entity in any capacity at the request of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are currently serving incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this Section 7.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 7.4 of this Article; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a corporationclaim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. The indemnity may cover Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer in connection with any and shall be accepted without reference to such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or arising out upon a plea of their status as such, whether nolo contendere or its equivalent shall not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws itself create a presumption that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf acted in such a manner as to make such director or officer ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of us or in furtherance of our rights. Additionally, certain of our its directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed extent provided in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actthis Section 7.3.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware (the "DECL") provides, or the DGCLin general, authorizes that a corporation to incorporated under the laws of the State of Delaware, such as Delta Capital, may indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made 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 (other than a derivative action by or in the right of the Corporation) by reason of the fact that they have served such person is or are currently was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director director, officer, employee or officer to a corporation. The indemnity may cover agent of another enterprise, against expenses (including attorneys’ attorney's fees) judgments), judgement, fines and amounts paid in settlement actually and reasonably incurred by the director or officer such person in connection with any 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 such persons conduct unlawful. Section 145 permits corporations to pay In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ attorney's fees) actually and reasonably incurred by directors and officers such person in advance of connection with the final disposition defense or settlement of such action, action or suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against if such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not person acted in good faith and in a manner such person reasonably believed to be in or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees opposed to the fullest extent permitted by best interests of the DGCLcorporation, except that no indemnification shall be made in respect to any claim, issue or matter as it now exists or may in the future to which such person shall have been adjudged to be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates liable to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines corporation unless and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply only to the same proceedings arising out of extent that the court determines such director’s or officer’s services person is fairly and reasonably entitled to indemnify for such expenses. Insofar as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 19331933 may be permitted to directors, as amendedofficers or persons controlling Delta Capital pursuant to the foregoing provisions, or Delta Capital understands that in the opinion of the Securities ActExchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Indemnification of Directors and Officers. Section 145 Except as prohibited by law, every director and officer of the Delaware General Corporation Law, or shall be entitled as a matter of right to be indemnified by the DGCL, authorizes a corporation to indemnify its directors Corporation against all expenses and officers against liabilities arising out of actions, suits and proceedings to which they liability (as those terms are made defined below in this Section 10.1) incurred by such person in connection with any actual or threatened to claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which such person may be made involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Corporation or of a subsidiary of the Corporation or by reason of the fact that they have served such person is or are currently was serving at the request of the Corporation as a director director, officer, employee, fiduciary or officer to a other representative of another corporation. The indemnity may cover expenses , partnership, joint venture, trust, employee benefit plan or other entity (including attorneys’ fees) judgmentssuch claim, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceedingproceeding hereinafter being referred to as "Action"); provided, however, that no such right to indemnification shall exist with respect to an Action brought by an indemnitee (as defined below) against the Corporation (an "Indemnitee Action") except as provided in the last sentence of this Section 10.1. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by Persons who are not directors and or officers in advance of the final disposition Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent the Board of Directors of the Corporation at any time designates any of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity persons as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors entitled to the fullest extent permitted benefits of this Article Tenth. As used in this Article Tenth, "indemnitee" shall include each director and officer of the Corporation and each other person designated by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach Board of fiduciary duty as a director, except for liability for: • any breach Directors of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such Corporation as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees entitled to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedbenefits of this Section 10.1; "expenses" means all expenses actually and • we will advance reasonable expensesreasonably incurred, including attorneys’ feesfees and expenses of counsel selected by an indemnitee, and "liability" means all liability incurred, including the amounts of any judgments, excise taxes, fines or penalties and any amounts paid in settlement. An indemnitee shall be entitled to our directors and, in the discretion of our board of directors, be indemnified pursuant to our officers and certain employees, this Section 10.1 against expenses incurred in connection with legal proceedings relating to their service for or on behalf an Indemnitee Action only if (i) the Indemnitee Action is instituted under Section 10.3 of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors this Article Tenth and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer indemnitee is successful in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us whole or in furtherance of our rights. Additionallypart in such Indemnitee Action, certain of our directors (ii) the indemnitee is successful in whole or officers may have certain rights to indemnification, advancement of in part in another Indemnitee Action for which expenses are claimed or insurance provided by their affiliates or other third parties, which (iii) the indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed for expenses is included in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amendedsettlement of, or the Securities Actis awarded by a court in, such other Indemnitee Action.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, or the DGCL, Law authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served of their prior or are currently serving current service to the corporation as a director or officer officer, in accordance with the provisions of Section 145, which are sufficiently broad to a corporationpermit indemnification under certain circumstances for liabilities arising under the Securities Act. The indemnity may cover expenses (including attorneys’ # fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ # fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our The Registrant#s amended and restated certificate of incorporation and bylaws that limit or eliminate (the personal liability #Certificate of our directors Incorporation#), provides that, to the fullest extent permitted by the DGCLDelaware General Corporation Law, as it now exists or may in the future be amended. Consequently, (1) a director will shall not be personally liable to us the Registrant or our its stockholders for monetary damages or for breach of fiduciary duty as a director, except for liability for: • and (2) the Registrant shall indemnify any breach director or officer made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the director’s duty fact of loyalty such person#s current or prior service as a director or officer of the Registrant, any predecessor of the Registrant or any other enterprise per the Registrant#s or any predecessor to us the Registrant#s request. The Registrant#s amended and restated bylaws, as amended (the #Bylaws#), provide that (a) the Registrant shall indemnify its directors and officers to the maximum extent and in the manner permitted by the Delaware General Corporation Law against expenses (including attorneys# fees), judgments, fines, ERISA excise taxes, settlements and other amounts actually and reasonably incurred in connection with any proceeding, whether civil, criminal, administrative or our stockholders; • investigative, arising by reason of the fact that such person is or was an agent of the corporation, subject to certain limited exceptions, (b) the Registrant shall advance expenses incurred by any act director or omission not in good faith or that involves intentional misconduct or a knowing violation officer prior to the final disposition of law; • any unlawful payments related proceeding to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees officer was or is or is threatened to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of usmade a party promptly following a request therefore, subject to certain limited exceptions, and (c) the rights conferred in the Bylaws are not exclusive. We have The Registrant has entered into indemnification agreements with each of our its directors and executive officersofficers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Certificate of Incorporation and the Bylaws and to provide additional procedural protections. These agreements agreements, among other things, provide that we the Registrant will indemnify each of our directors, certain of our its directors and executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, for expenses (including attorneys’ fees (but excluding # fees), judgments, fines fines, penalties and amounts paid in settlement amounts)(including all interest, to each indemnified assessments and other charges paid or payable in connection therewith) actually and reasonably incurred by a director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out to which such person was, is or is threatened to be made a party, a witness or other participant by reason of that person’s such person#s services as a director or executive officer brought of the Registrant, any of the Registrant#s subsidiaries or any other company or enterprise to which the person provides services at the Registrant#s request, and any federal, state, local or foreign taxes imposed on behalf of us the director or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services executive officer as a director referenced hereinresult of the actual or deemed receipt of any payments under the indemnification agreements. NonethelessIn addition, we have agreed in the indemnification agreements that our obligations to those same directors provide that, upon the request of a director or officers are primary and any obligation of such affiliates or other third parties to executive officer, the Registrant shall advance expenses (including attorneys# fees) to the director or officer. The Registrant intends to provide enter into indemnification for agreements with any new directors and executive officers in the expenses or liabilities incurred by those directors are secondaryfuture. We The Registrant has also maintain general liability obtained insurance which covers certain liabilities of our policies covering its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officerswith respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or the Securities Act.

Indemnification of Directors and Officers. Section 145 The Corporation, to the fullest extent permitted and in the manner required, by the laws of the State of Delaware General Corporation Lawas in effect from time to time shall indemnify, in accordance with the following provisions of this Article, any person who was or the DGCL, authorizes is made a corporation party to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or is threatened to be made a party to any threatened, pending or completed action or suit (including any appeal thereof) brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that they have served such person is or are currently serving as was a director or officer of the Corporation, or, if at a time when he or she was a director or officer to the Corporation, is or was serving at the request of, or to represent the interests of, the Corporation as a corporation. The indemnity may cover Subsidiary Officer of an Affiliated Entity against expenses (including attorneys’ feesfees and disbursements) judgments, fines and amounts paid in settlement costs actually and reasonably incurred by such person in connection with such action or suit 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 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such judgment was rendered shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses and costs as the Court of Chancery of the State of Delaware or such other court shall deem proper; provided, however, that the Corporation shall not be obligated to indemnify a director or officer of the Corporation or a Subsidiary Officer of any Affiliated Entity against expenses incurred in connection with an action or suit to which such person is threatened to be made a party but does not become a party unless such expenses were incurred with the approval of the Board of Directors, a committee thereof, or the Chairman, a Vice Chairman or the President of the Corporation. Notwithstanding anything to the contrary in the foregoing provisions of this paragraph, a person shall not be entitled, as a matter of right, to indemnification pursuant to this paragraph against costs and expenses incurred in connection with any such action, action or suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance the right of the final disposition of Corporation commenced by such actionPerson, suit or proceeding. In addition, Section 145 provides that a corporation has but such indemnification may be provided by the power to purchase and maintain insurance on behalf of its directors and officers against Corporation in any liability asserted against them and incurred by them in their capacity specific case as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach Section 6 of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actthis Article.

Indemnification of Directors and Officers. Section 145 (i) After the Effective Time, without releasing any insurance carrier and after exhaustion of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify all applicable director and liability insurance coverage for FNB and its directors and officers, ACB shall indemnify, hold harmless and defend the directors and officers of FNB in office on the date hereof or the Effective Time, to the same extent as it indemnifies its own directors and officers, from and against liabilities any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature including, without limitation, reasonable attorneys’ fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which undertaken, received or paid by such persons in connection with or which arise out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served result from or are currently serving based upon any action or failure to act by such person in the ordinary scope of his duties as a director or officer to a corporation. The indemnity may cover expenses of FNB (including attorneys’ feesservice as a director or officer of any FNB subsidiary or fiduciary of any of the FNB Plans (as defined in Paragraph 2.24(b)) judgmentsthrough the Effective Time; provided, fines however, that ACB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under South Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent that indemnification is prohibited by law, or, provided, however, that (A) ACB shall have the right to assume the defense thereof and amounts paid in settlement actually and reasonably upon such assumption ACB shall not be liable to any director or officer of FNB for any legal expenses of other counsel or any other expenses subsequently incurred by the such director or officer in connection with any the defense thereof, except that if ACB elects not to assume such action, suit defense or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between ACB and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the such director or officer against may retain counsel reasonably satisfactory to him, and ACB shall pay the reasonable fees and expenses of such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCLcounsel, as it now exists or may in the future be amended. Consequently, a director will (B) ACB shall not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a settlement effected without its prior written consent, and (C) ACB shall have no obligation hereunder to any director or officer brought on behalf of us FNB when and if a court of competent jurisdiction shall determine that indemnification of such director or officer in furtherance of our rightsthe manner contemplated hereby is prohibited by applicable law. Additionally, certain of our directors or officers The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have certain rights to indemnificationby law, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply pursuant to the same proceedings arising out charter or bylaws of such director’s FNB or officer’s services First National or pursuant to any FNB Plan for which the indemnity serves as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actfiduciary.

Indemnification of Directors and Officers. Section 145 Article 10 of Chapter 9 of Title 13.1 of the Delaware General Corporation LawCode of Virginia, or as amended (the DGCL“Virginia Code”), authorizes stipulates that, unless limited by its articles of incorporation, a Virginia corporation to must indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation. The indemnity may cover , against the expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or the proceeding. Section 145 The Virginia Code permits corporations a corporation to advance funds to a director or officer to pay for or reimburse expenses (including attorneys’ fees) incurred by directors and officers in advance of the any legal proceeding before final disposition of the proceeding, if the director or officer delivers to the corporation a signed written undertaking to repay any funds advanced if he or she is not entitled to mandatory indemnification and it is ultimately determined that he or she did not meet the relevant standard of conduct. A corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. To meet the relevant standard of conduct, the Virginia Code provides that the director or officer must have believed, in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and, in the case of other conduct, that his or her conduct was at least not opposed to its best interests. In the case of any criminal proceeding, the director or officer must not have had reasonable cause to believe his or her conduct was unlawful. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is adjudged to be liable to the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. The Articles of Incorporation of the Registrant (the “Articles”) provide that, to the full extent permitted by applicable law, the Registrant will indemnify any past or current director or officer of the Registrant who was or is a party to any proceeding, including a proceeding brought by or in the right of the Registrant or brought by or on behalf of the shareholders of the Registrant, against any liability incurred by him in connection with such actionproceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, suit the board of directors is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or proceedingofficer against liability and to advance or reimburse his or her expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. Indemnification is limited to all proceedings commenced after the effective date of the Articles that arise from any act or omission, whether occurring before or after such effective date. In addition, Section 145 provides the Articles provide that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and Registrant will pay for or reimburse the reasonable expenses incurred by them in their capacity as a director or officer, officer who is a party to a proceeding in advance of final disposition of the proceeding or arising out the making of their status as such, whether or not the corporation would have the power to indemnify any determination of indemnification if the director or officer against furnishes (i) a written statement of his or her good faith belief that he or she has met the requisite standard of conduct and (ii) a written undertaking to repay the advance if it is ultimately determined that he or she did not meet such liability standard of conduct. The By-Laws of the Registrant (the “By-Laws”) provide that, unless the Registrant otherwise consents in writing, the federal and state courts in the Commonwealth of Virginia shall be the sole and exclusive forum for certain actions or proceedings, including (i) any derivative action or proceeding brought on behalf of the Registrant, (ii) any action asserting breach of fiduciary duty claims, (iii) any action asserting claims arising under the Virginia Stock Corporation Act, the Articles or By-Laws, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Articles or By- Laws, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses arising out of the Articles, By-Laws or otherwise, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or more “internal corporate claims,” as that term is defined in subsection C of Section 145. We have adopted provisions 13.1-624 of the Virginia Code, in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors all cases to the fullest extent permitted by law. In addition, the DGCLBy-Laws provide that, as it now exists or may unless the Registrant otherwise consents in writing, the United States federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Registrant has entered into indemnification agreements with its directors and executive officers in furtherance of the indemnification provisions contained in the future be amendedArticles. ConsequentlyThe Registrant also maintains an officers’ and directors’ liability insurance policy. The Virginia Code also establishes a statutory limit on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation, and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or, if approved by the shareholders, in the bylaws; however, the liability of a director will or officer shall not be personally liable to us limited if such officer or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not director engaged in good faith or that involves intentional willful misconduct or a knowing violation of the criminal law or of any federal or state securities law; • any unlawful payments related to dividends or unlawful stock purchases. The Registrant’s Articles provides that, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest full extent permitted by that applicable law permits the DGCL, as it now exists limitation or may in elimination of the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion liability of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each , no director or officer of our directors, certain of our executive officers and, at times, their affiliates the Registrant made a party to any proceeding shall be liable to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director Registrant or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers its shareholders for any action or proceeding monetary damages arising out of that person’s services as a director any transaction, occurrence or officer brought on behalf course of us conduct, whether occurring prior or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply subsequent to the same proceedings arising out effective date of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities ActArticles.

Indemnification of Directors and Officers. Section 145 The Corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware General Corporation Law, any person who was or the DGCL, authorizes is a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, and whether by or in the right of the Corporation, its stockholders, a third party or otherwise (a "Proceeding"), by reason of the fact that they have served he is or are currently was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at its request as a director director, officer, employee or officer to a agent of another corporation. The indemnity may cover expenses , partnership, joint venture, trust or other enterprise, against all expense (including including, but not limited to, attorneys’ ' fees) ), liability, loss, judgments, fines fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, including expenses incurred in seeking such indemnification. In addition, the director Corporation shall grant such indemnification to each of its Directors and officers with respect to any matter in a Proceeding as to which his liability is limited pursuant to Article VIII of the Certificate of Incorporation of the Corporation. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which a Director or officer is determined to have received and the expenses of defending against an improper personal benefit claim unless the Director or officer is successful on the merits in said defense, and (ii) indemnification of present or former officers, directors, employees or agents of a constituent corporation absorbed in a merger or consolidation transaction with this Corporation with respect to their activities prior to said transaction, unless specifically authorized by the Board of Directors or stockholders of this Corporation. Such indemnification shall include prompt payment of expenses incurred by a Director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers defending a Proceeding in advance of the final disposition of such actionProceeding, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf upon receipt of its directors and officers against any liability asserted against them and incurred an undertaking by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director Director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by their affiliates or other third partiesthe Corporation under this Article IX, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any undertaking shall be an unsecured general obligation of such affiliates the Director or other third parties officer and may be accepted without regard to advance expenses or his ability to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actmake repayment.