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

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of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party.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

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

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

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (i) Parent shall (aA) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, officers and employees of the Company AmeriSource and its subsidiaries (in all of their capacities) (the "Indemnified Parties"x) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company AmeriSource pursuant to the Company's certificate of incorporationAmeriSource Certificate, bylaws the AmeriSource Bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of AmeriSource and its subsidiaries and (y) without limitation to clause (x), to the Company fullest extent permitted by Applicable Law, in each case for acts act or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bB) include and cause to be maintained in effect in the Surviving Corporation's Parent (or any successor's) certificate Certificate of incorporation Incorporation and bylaws for a period of six years Bylaws after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions shall not be amendedcontained in the AmeriSource Certificate and AmeriSource Bylaws, repealed or otherwise modified during (C) periodically advance to any such six-year period in any manner that would adversely affect indemnitee its legal and other expenses (including the rights thereunder cost of any Indemnified Party. After the Company Stockholder Approval has been obtained investigation and as close as practicable preparation incurred in connection therewith), subject to clause (iii) of this Section 6.1(f), and subject to the Effective Time, providing by such indemnitee of an undertaking to reimburse all amounts so advanced in the Company shall purchase event of a fivefinal non-year appealable determination by a court of competent jurisdiction that such indemnitee is not entitled hereto and (measured from D) cause to be maintained for a period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by AmeriSource (provided that Parent (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of $1,500,000 for such insurance; and, provided further that if the cost annual premiums of such reporting tail insurance coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies Parent shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer Parent shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of Company and its Subsidiaries and (ii) without limitation to clause (i), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving CorporationEntity's (or any successor's) certificate of incorporation and bylaws by-laws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and by-laws of Company shall purchase and (c) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Company (provided that Parent (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Parent be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premiums currently paid by Company for such insurance; and, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesprovided further, that may be incurred by if the Indemnified Parties in enforcing annual premiums of such insurance coverage exceed such amount, Parent shall obtain a policy with the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Parent under this Section 6.6 7.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 7.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)indemnitee.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmless, and provide advancement of expenses to, Acquisition Sub agree that all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") rights to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws exculpation and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including for acts or omissions occurring any matters arising in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), now existing in favor of the current or former directors, officers, managers, or employees, as the case may be, of the Company, its Subsidiaries or the Company’s Affiliates, including but not limited to officers and employees of the Company Investment Adviser to the extent related to the management of the Company (bcollectively, the “D&O Indemnified Parties”) include and cause to be maintained as provided in their respective organizational documents as in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination or in any Contract as in effect on the date hereof shall survive the Mergers and shall continue in full force and effect. Parent shall indemnify, defend and hold harmless, and advance expenses to the D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Company or its Subsidiaries would be permitted by Applicable Law and to the fullest extent required by the organizational documents of liability the Company or its Subsidiaries as in effect on the date of directorsthis Agreement; provided, however, that all rights to indemnification in respect of officersany action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. To the maximum extent permitted by the Laws of the State of Maryland, directors for a period of six (6) years following the Effective Time, Parent shall cause its and employees the Surviving Corporation’s (and any of their respective successors’) articles of incorporation, bylaws or other organizational documents to contain provisions with respect to indemnification, advancement of expensesexpenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any the D&O Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Parties.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmlessMerger Sub agree that all rights to exculpation, indemnification and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including for acts or omissions occurring any matters arising in connection with the approval of transactions contemplated by this Agreement and the consummation Agreement), now existing in favor of the transactions contemplated hereby)current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Certificate of Incorporation, the Bylaws or the equivalent organizational or governing documents of the Company’s subsidiaries or in any written agreement set forth on Section 5.7(a) of the Company Disclosure Letter (bthe “Indemnity Agreements”) include shall survive the Merger and cause to be maintained shall continue in full force and effect in accordance with their terms to the Surviving Corporation's (or any successor's) certificate of incorporation extent provided in the following sentence. From and bylaws after the Effective Time and for a period of at least six years after (6) years, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, and advance expenses (subject to the person to whom expenses are advanced providing an undertaking to repay such advances if it is finally determined by a court of competent jurisdiction that such person is not entitled to indemnification) to, any individual who, on or prior to the Effective Time, was an officer, director or employee of the provisions set forth in Company or served on behalf of the Company as an officer, director or employee of any of the Company's ’s subsidiaries or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer, director or employee (each, an “Indemnitee”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by Law and required by (x) the Certificate of Incorporation and Incorporation, the Bylaws or the equivalent organizational or governing documents of the Company’s subsidiaries as in effect on the date of this Agreement regarding elimination of liability of directorsand (y) the Indemnity Agreements, indemnification of officersand (ii) not amend, directors and employees and advancement of expenses, which provisions shall not be amended, repealed repeal or otherwise modified during modify for a period of at least six (6) years any such six-year period provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the rights thereunder of any Indemnified PartyIndemnitees. After the The Company Stockholder Approval has been obtained and as close as practicable made available to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% Parent copies of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Indemnity Agreements.

Directors’ and Officers’ Indemnification and Insurance. (a) Following the Effective Time, Buyer Cal Dive and the Surviving Company shall (ai) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) without limitation to subclause (B) below, to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate its Amended and Restated Certificate of incorporation, bylaws Incorporation and By-Laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directorssuch individuals and (B) without limitation to subclause (A) above, officers and employees of to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (bii) include and cause to be maintained in effect in the certificate of formation and limited liability company agreement of the Surviving Corporation's Company (or any successor'ssuccessor to the Surviving Company) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorsdirectors or managers, indemnification of officers, directors directors, managers, and employees and advancement of expensesexpenses that are no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current Amended and Restated Certificate of Incorporation and By-Laws of the Company. After the Effective Time, which provisions Cal Dive shall cause the Surviving Company to obtain and fully pay (up to a maximum aggregate cost not be amended, repealed or otherwise modified during to exceed $1,000,000 for such six-year period) for “tail” insurance policies (including Side A coverage for such covered individuals) with a claims period of at least six years from the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in any manner that would adversely affect an amount and scope at least as favorable as the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

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

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Time Parent agrees that it will and will cause the Surviving Corporation to (ai) indemnify and hold harmless, against any costs or expenses (including attorney's fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers officers, employees and employees agents of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate articles of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and or employees of the Company and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in each case, for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's and Parent's (or any successor's) certificate articles of incorporation and bylaws by-laws or similar organizational or constitutive documents for a period of six years after the Effective Time, the provisions set forth current provisions, or in the Company's Certificate case of Incorporation and Bylaws on Parent, substantially similar provisions (to the date of this Agreement fullest extent permitted under Bermuda law) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder articles of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; Company (provided, that Parent (or any successor) may substitute therefor policies of at least the cost same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the adoption and approval of such reporting tail coverage shall not exceed 400% this Agreement and the consummation of the transactions contemplated hereby). Such substitute policies shall be issued by insurance companies having the same or better ratings and levels of creditworthiness as the insurance companies that have issued the current annualized costs policies. The obligations of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 5.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.6).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective TimeTime the Surviving Entity shall, Buyer and Parent shall cause the Surviving Entity to, (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers and employees of the Company and the Company Subsidiaries (in all of their capacities) (the "“Indemnified Parties"”) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, directors and officers and employees of the Company for acts or omissions occurring at or and the Company Subsidiaries and provided to Parent prior to the date hereof, and (ii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Entity (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions Transactions contemplated hereby); provided, (b) include and cause to be maintained that in effect in no event shall the Surviving Corporation's (or any successor's) certificate Entity be required to expend more than 125% of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After amount expended by the Company Stockholder Approval has been obtained and as close as practicable the Company Subsidiaries to maintain or procure such directors’ and officers’ insurance liability insurance and fiduciary liability insurance immediately prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer Valero shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Premcor and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Premcor pursuant to the Company's certificate Premcor’s Certificate of incorporationIncorporation, bylaws By-laws and indemnification agreements, if any, in existence on the date hereof of this Agreement with, or for the benefit of, any directors, officers and employees of Premcor and its Subsidiaries and (B) without limitation to clause (A), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor'ssuccessor to the business of the Surviving Corporation) certificate of incorporation and bylaws by-laws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are, which in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions shall not contained in the current Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of Premcor and (iii) cause to be amendedmaintained by the Surviving Corporation (or any successor to the business of the Surviving Corporation) for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Premcor (provided that Valero (or any such successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions that are, repealed in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or otherwise modified during such six-year period in any manner events that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to occurred on or before the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, however, that the cost in no event shall Valero (or any such successor) be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premiums currently paid by Premcor for such insurance; and, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesprovided further, that may be incurred by if the Indemnified Parties in enforcing annual premiums of such insurance coverage exceed such amount, Valero (or any such successor) shall obtain a policy with the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Valero (or any such successor) under this Section 6.6 shall not be terminated or modified following the Effective Time in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies and their respective heirs and other representatives shall be third third-party beneficiaries of of, and may enforce entitled to enforce, this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.6).

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

Directors’ and Officers’ Indemnification and Insurance. (a) Following the Effective Time, Buyer shall Parent and the Surviving Corporation shall, to the extent permitted by law, (ai) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, incorporation and bylaws of the Company and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to subclause (A) above, to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws of the Surviving Corporation (or any successor to the Surviving Corporation) for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties intended beneficiaries than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of corresponding provisions contained in the current annualized costs certificate of all the Company's directors' incorporation and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 bylaws and (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance with one or more reputable unaffiliated third-party insurers maintained by the Company (provided that Parent (or any successor thereto) may substitute therefor one or more policies with one or more reputable unaffiliated third-party insurers of at least the same coverage and amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 300% of the annual premiums currently paid by the Company for such insurance if the Board of Directors of Parent as constituted after the Effective Time shall have so determined; and, provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with at least the greatest coverage available for a cost not exceeding such amount. Notwithstanding any foregoing provision to the contrary, the treatment of past and present directors, officers and employees of the Company and its Subsidiaries with respect to elimination of liability, indemnification, advancement of expenses and liability insurance under this Section 6.6 7.06 shall be binding be, in all successors the aggregate, no less advantageous to the intended beneficiaries thereof than the corresponding treatment of the past and assigns present directors, officers and employees of Buyer Parent and the Surviving Corporationits Subsidiaries under Section 7.06(b).

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective Time, Buyer the Surviving Entity shall (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of CBOT Holdings and the Company CBOT Holdings Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company CBOT Holdings pursuant to the Company's certificate of incorporation, bylaws CBOT Holdings’ Constituent Documents and indemnification agreements, if any, in existence on the date hereof withwith any Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor the provisions regarding elimination of liability of directors, officers indemnification of officers, directors and employees and advancement of the Company for acts or omissions occurring at or expenses contained in CBOT Holdings’ Constituent Documents immediately prior to the Effective Time and (iii) maintain for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D & O Insurance”) maintained by CBOT Holdings (provided that the Surviving Entity (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, (b) include and cause to be maintained further, that in effect in no event shall the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not Entity be amended, repealed or otherwise modified during such six-year period required to expend in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-one year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400250% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer annual premium expended by CBOT Holdings and the Surviving Corporation jointly and severally agree CBOT Holdings Subsidiaries to pay all expensesmaintain or procure such D & O Insurance immediately prior to the Effective Time (such 250% amount, including attorneys' feesthe “Maximum Annual Premium”); provided, further, that may if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall be incurred by obligated to obtain a policy with the Indemnified Parties in enforcing greatest coverage available for a cost not exceeding the indemnity and other obligations provided for in this Section 6.6Maximum Annual Premium. The obligations of Buyer the Surviving Entity under this Section 6.6 6.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 6.8). The rights of any Indemnified Person under this Section 6.6 6.8 shall be binding in addition to any other rights such Indemnified Person may have under the Certificate of Incorporation or Bylaws of the Surviving Entity or any of its Subsidiaries, under the DGCL, or otherwise. The provisions of this Section 6.8 shall survive the consummation of the Merger. In the event the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or Surviving Entity or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, the Surviving Entity shall cause proper provision to be made so that the successors and assigns of Buyer and the Surviving Corporation)Entity, as the case may be, shall assume the obligations set forth in this Section 6.8.

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective Time, Buyer the Surviving Corporation shall (a) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers and employees of the Company (in all of their capacities) (the "“Indemnified Parties"Persons”) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreements, if any, in existence on the date hereof withwith any Indemnified Persons, or for (b) honor the benefit of, any provisions regarding elimination of liability of directors, indemnification of officers and employees directors and advancement of expenses contained in the Company’s Constituent Documents immediately prior to the Effective Time and (c) use reasonable best efforts to maintain for a period of six (6) years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D & O Insurance”) maintained by the Company for acts (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or omissions occurring at events that occurred on or prior to before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, (b) include and cause to be maintained further, that in effect in no event shall the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not Corporation be amended, repealed or otherwise modified during such six-year period required to expend in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-one year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400250% of the current annualized costs annual premium expended by the Company and the Company Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Effective Time (such 250% amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of all the Company's directors' and officers' liability such insurance policies effective during the period from January 31coverage exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree shall use reasonable best efforts to pay all expenses, including attorneys' fees, that may be incurred by obtain a policy with the Indemnified Parties in enforcing greatest coverage available for a cost not exceeding the indemnity and other obligations provided for in this Section 6.6Maximum Annual Premium. The obligations of Buyer the Surviving Corporation under this Section 6.6 6.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.8).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer Xxxxxxxx shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Tosco and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Tosco pursuant to the CompanyTosco's certificate Amended and Restated Articles of incorporationIncorporation, bylaws By-laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of Tosco and its Subsidiaries and (B) without limitation to clause (A), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate articles of incorporation and bylaws by-laws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current Amended and Restated Articles of Incorporation and By-laws of Tosco and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Tosco (provided that Xxxxxxxx (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Xxxxxxxx be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premiums currently paid by Tosco for such insurance; and, provided further that if the annual premiums of all such insurance coverage exceed such amount, Xxxxxxxx shall obtain a policy with the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Xxxxxxxx under this Section 6.6 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.7 applies shall be third third-party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.7).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement The Certificate of expenses to, all past and present directors, officers and employees Incorporation of the Company (in all of their capacities) (the "Indemnified Parties") Surviving Corporation shall contain provisions no less favorable with respect to the same extent such individuals indemnification than are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Article 8, of the Company's Certificate of Incorporation and Bylaws on of the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesCompany, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six years from the Effective Time in any manner that would materially and adversely affect the rights thereunder of any Indemnified Partyindividuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. After (b) Regardless of whether the Merger becomes effective, the Company Stockholder Approval has been obtained shall indemnify and as close as practicable to hold harmless, and, after the Effective Time, the Surviving Corporation shall, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary (collectively, the "Indemnified Parties") to the fullest extent permitted under the Certificate of Incorporation and the By-laws of the Company for a period of six years after the date hereof. (c) Company, Parent and the Surviving Corporation shall purchase a five-year (measured use their respective reasonable best efforts to maintain in effect for six years from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of if available, the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during maintained by the period from January 31, 2002 to January 31, 2003. Buyer Company (provided that Parent and the Surviving Corporation jointly may substitute therefor policies of at least the same coverage containing terms and severally agree conditions which are not materially less favorable) with respect to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as matters occurring prior to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time; provided, (ii) however, that if the indemnitees existing policies expire, are terminated or canceled during such period Parent or the Surviving Corporation will use its reasonable best efforts to whom obtain substantially similar policies. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to expend pursuant to this Section 6.6 applies shall 6.07(c) more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be third party beneficiaries of and may enforce this $183,352 in the aggregate). Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)6.08.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of Kerr-McGee, Oryx and their capacities) (the "Indemnified Parties") respective Subsidiaries to the same extent such individuals persons are indemnified xxxxxxxxxxd or have the right to advancement of expenses as of the date of this Agreement by the Company Kerr-McGee, Oryx or their respective Subsidiaries pursuant to the CompanyKerr-McGee's, Oryx's or sxxx Xxxxxxiary's certificate of incorporation, bylaws by-laws or othex xxxxxxxxxxt documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any such directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ; and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, Time the provisions set forth in the Company's Certificate current policies of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedmaintained by Kerr-McGee, Oryx or their respective Subsidiaries (provided that the cost Surviving Corporatxxx (xx xxy successor) may substitute therefor policies of such reporting tail at least the same coverage shall not exceed 400% and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of the current annualized costs of all the Company's directors' this Agreement and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger transactions contemplated hereby); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Kerr-McGee and Oryx for such insurance; and, provided, further, that if the annual premxxxx xx xxch insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. In addition, from and after the Effective Time, (ii) directors and officers of Oryx who become directors or officers of the indemnitees Surviving Corporation will be entitled to whom this Section 6.6 applies shall be third party beneficiaries the same indemnity rights and protections as are afforded to the directors and officers of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective TimeTime the Surviving Corporation shall, Buyer and Parent shall cause the Surviving Corporation to, (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers and employees of the Company and the Company Subsidiaries (in all of their capacities) (the "“Indemnified Parties"”) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, directors and officers and employees of the Company for acts or omissions occurring at or and the Company Subsidiaries and provided to Parent prior to the date hereof, and (ii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions Transactions contemplated hereby); provided, (b) include and cause to be maintained that in effect in no event shall the Surviving Corporation's (or any successor's) certificate Corporation be required to expend more than 250% of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After amount expended by the Company Stockholder Approval has been obtained and as close as practicable the Company Subsidiaries to maintain or procure such directors’ and officers’ insurance liability insurance and fiduciary liability insurance immediately prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of Xxxx-XxXxx, Oryx and their capacities) (the "Indemnified Parties") respective Subsidiaries to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Xxxx-XxXxx, Oryx or their respective Subsidiaries pursuant to the CompanyXxxx-XxXxx'x, Oryx's or such Subsidiary's certificate of incorporation, bylaws by-laws or other constituent documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any such directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ; and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, Time the provisions set forth in the Company's Certificate current policies of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedmaintained by Xxxx-XxXxx, Oryx or their respective Subsidiaries (provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly (or any successor) may substitute therefor policies of at least the same coverage and severally agree amounts containing terms and conditions which are, in the aggregate, no less advantageous to pay all expenses, the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time (including attorneys' fees, that may be incurred by for acts or omissions occurring in connection with the Indemnified Parties in enforcing the indemnity approval of this Agreement and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger transactions contemplated hereby); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Xxxx-XxXxx and Oryx for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. In addition, from and after the Effective Time, (ii) directors and officers of Oryx who become directors or officers of the indemnitees Surviving Corporation will be entitled to whom this Section 6.6 applies shall be third party beneficiaries the same indemnity rights and protections as are afforded to the directors and officers of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

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

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) Holdco shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Time Warner and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Time Warner pursuant to the CompanyTime Warner's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Time Warner and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving CorporationHoldco's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws of Time Warner and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Time Warner (provided that Holdco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Holdco be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premiums currently paid by Time Warner for such insurance; and, provided further that if the annual premiums of all such insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Holdco under this Section 6.6 6.7(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.7(a) applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.7(a) applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.7(a)).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Time the Parent agrees that it will (ai) indemnify and hold harmless, against any costs or expenses (including attorney's fees), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case, for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' Company (provided that Parent (or any successor) may substitute therefor policies of at least the same coverage and officers' liability insurance policy amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms Effective Time (including for acts or omissions occurring in connection with the approval of such current insurance coverage; provided, that this Agreement and the cost of such reporting tail coverage shall not exceed 400% consummation of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6transactions contemplated hereby). The obligations of Buyer Parent under this Section 6.6 5.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.7).

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

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Parent shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of six years after the Effective Time officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) Time covering those such persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to coverage and amount no more less favorable to such Indemnified Parties than the terms those of such current insurance coverage; providedpolicy in effect on the date hereof, that provided that, in satisfying its obligation under this Section 5.7, the cost of such reporting tail coverage Surviving Corporation shall not exceed 400be obligated to pay premiums in excess of 200% of the current annualized costs of all amount per annum the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties Company paid in enforcing the indemnity and other obligations provided for in this Section 6.6its last full fiscal year. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 5.7). Without limiting any of the obligations above, nothing in this Section 6.6 5.7 shall be binding in all successors and assigns of Buyer and construed to make Parent, Merger Sub or the Surviving Corporation)Corporation a co-insurer with any third-party provider of directors' and officers' liability insurance.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and SPSS shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company ShowCase and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company ShowCase pursuant to the CompanyShowCase's certificate articles of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of ShowCase and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate articles of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the articles of incorporation and bylaws of ShowCase and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, maintained by ShowCase (provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly (or any successor) may substitute therefor policies of at least the same coverage and severally agree amounts containing terms and conditions which are, in the aggregate, no less advantageous to pay all expenses, including attorneys' fees, the insured) with respect to claims arising from facts or events that may be incurred by occurred on or before the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6Effective Time. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.8).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Sumitomo will cause the Surviving Corporation to (ai) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of Symetra and the Company Symetra Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (A) to the same extent such individuals Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company Symetra pursuant to the Company's certificate of incorporation, bylaws Symetra’s Constituent Documents and indemnification agreementsContracts, if any, in existence on the date hereof withof this Agreement with the Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor the provisions regarding elimination of liability of directors, indemnification of directors and officers and employees advancement of the Company for acts or omissions occurring at or expenses contained in Symetra’s Constituent Documents immediately prior to the Effective Time and (iii) maintain for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) covering each person covered by Symetra’s current D&O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D&O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)by this Agreement. Notwithstanding the foregoing, (b) include and cause to be maintained in effect in no event will the Surviving Corporation's Corporation be required to expend for any one coverage year more than 300 percent of the current annual premium expended by Symetra and the Symetra Subsidiaries to maintain or procure such D&O Insurance immediately prior to the Effective Time (or any successor's) certificate such amount, the “Maximum Annual Premium”). If the annual premiums of incorporation and bylaws such insurance coverage exceed the Maximum Annual Premium, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a period cost not exceeding the Maximum Annual Premium. In lieu of six years after the Effective Timeforegoing insurance coverage, Sumitomo may cause the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such Surviving Corporation to purchase six-year period prepaid “tail” insurance coverage, at a cost no greater than a one-time payment equal to the Maximum Annual Premium, that provides coverage not less favorable to the insured than the coverage described above. Notwithstanding the foregoing, Symetra may in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable its sole discretion purchase, prior to the Effective Time, the Company shall purchase a fivesix-year (measured from prepaid “tail” insurance coverage, at a cost no greater than a one-time payment equal to the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more Maximum Annual Premium, that provides coverage not less favorable to such Indemnified Parties the insured than the terms of coverage described above, and if Symetra has obtained such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 prepaid “tail” policy prior to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Sumitomo will cause such policy to whom this Section 6.6 applies shall be third party beneficiaries of maintained in full force and may enforce this Section 6.6 effect, for its full term, and (iii) this Section 6.6 shall cause all obligations thereunder to be binding in all successors and assigns of Buyer and honored by the Surviving Corporation, and Sumitomo will have no further obligation to purchase or pay for insurance pursuant to this Section 7.04(a).

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Pfizer shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Xxxxxx-Xxxxxxx and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Xxxxxx-Xxxxxxx pursuant to the Company's Xxxxxx-Xxxxxxx'x certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Xxxxxx-Xxxxxxx and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the certificate of incorporation and bylaws of Xxxxxx-Xxxxxxx and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, maintained by Xxxxxx-Xxxxxxx (provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly (or any successor) may substitute therefor policies of at least the same coverage and severally agree amounts containing terms and conditions which are, in the aggregate, no less advantageous to pay all expenses, including attorneys' fees, the insured) with respect to claims arising from facts or events that may be incurred by occurred on or before the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6Effective Time. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.8).

Directors’ and Officers’ Indemnification and Insurance. Following Parent has agreed to assume the Effective Timeobligations with respect to all rights to indemnification, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses toand exculpation from liabilities, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time effective time of the merger now existing in favor of the current or former directors or officers (including for the ‘‘indemnified persons’’) of Triple-S or any of its subsidiaries as provided in the Triple-S articles and the Triple-S bylaws, the organizational documents of any Triple-S’s subsidiary or any indemnification agreement between an indemnified person and Triple-S or any of its subsidiaries as of the effective time of the merger, and such obligations will survive the merger and will continue in full force and effect in accordance with their terms. Parent will obtain, or will cause the surviving corporation to obtain, at or prior to the effective time of the merger, a prepaid (or ‘‘tail’’) directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to the effective time of the merger, covering each person currently covered by the Triple-S’s or any Triple-S’s subsidiary’s directors’ and officers’ liability insurance policies, with coverage for six years following the effective time on terms with respect to such coverage and amounts no less favorable to the insureds than those of such policy in connection with effect immediately prior to the approval effective time; provided, however, that in no event will Parent or the surviving corporation be required to expend an amount in excess of this Agreement 300% of the most recent annual premium paid by Triple-S or any of its subsidiaries for such insurance for its current fiscal year (such 300% threshold, the ‘‘maximum premium’’); provided further that, if the amount necessary to procure such prepaid (or ‘‘tail’’) insurance coverage exceeds such maximum premium, Parent or the surviving corporation, as the case may be, shall only be obligated to provide as much coverage as may be obtained for such maximum premium. Triple-S may, prior to the effective time, purchase for an aggregate amount not to exceed the maximum premium, a six-year prepaid (or ‘‘tail’’) policy on terms and conditions providing at least substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by Triple-S and its subsidiaries in respect of acts or omissions occurring at or prior to the effective time. If such prepaid (or ‘‘tail’’) policy has been obtained by Triple-S, it will be deemed to satisfy all obligations to obtain insurance pursuant to the merger agreement and the consummation of the transactions contemplated hereby), (b) include and surviving corporation will use its reasonable best efforts to cause such policy to be maintained in effect in full force and effect, for its full term, and to honor all of its obligations thereunder. In the Surviving Corporation's (event that Parent, the surviving corporation or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed their respective successors or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).assigns

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessMerger Sub agrees that all rights to indemnification now existing in favor of any employee, and provide advancement of expenses to, all past and present directors, officers and employees director or officer of the Company (in all and any director or officer of their capacities) the Company Subsidiaries (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by provided in the Company pursuant to Charter Documents or the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees equivalent documents of the Company Subsidiaries, in an agreement between an Indemnified Party and the Company or one of the Company Subsidiaries listed on Section 5.8(a) of the Company Disclosure Letter, shall survive the Merger and shall continue in full force and effect for acts or omissions occurring at or prior to a period of not less than six years from the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Merger Sub also agrees that the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws Corporation shall, for a period of six years after following the Effective Time, indemnify all Indemnified Parties to the fullest extent permitted by applicable Law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of the Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, the Company or any of the Company Subsidiaries, occurring prior to the Effective Time including the transactions contemplated by this Agreement; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without either Merger Sub's or the Surviving Corporation's prior written consent and the Surviving Corporation shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single claim for indemnification. Without limiting of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the provisions set forth Surviving Corporation will advance such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith to the Company's Certificate fullest extent that the Company would be permitted by applicable Law and to the fullest extent required by the Company Charter Documents or the equivalent documents of Incorporation and Bylaws the Company Subsidiaries as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who reasonably promptly after statements therefore are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragereceived; provided, provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee person to whom this Section 6.6 applies without the consent of such affected indemnitee (expenses are to be advanced provides an undertaking to repay such amounts if it being expressly agreed is ultimately determined that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees such person is not entitled to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)indemnified for such amounts as provided above.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation and Parent shall (ai) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, directors and officers and employees of the Company and its Subsidiaries (in all of their capacities) (such Persons, the "Indemnified PartiesINDEMNIFIED PARTIES") (A) to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to the Company's certificate of incorporation, incorporation and bylaws and indemnification agreements, if any, as in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval negotiation, approval, performance and termination, as applicable, of the Purchase Agreement dated as of March 16, 2003 between Cegedim and the Company, the Cegedim Agreement, this Agreement Agreement, and the consummation of the transactions contemplated herebyhereby and the taking of any action or performance of any obligation related to, or in connection with, any proposal for the acquisition of all or substantially all of the assets or stock of the Company) and (B) without limitation to clause (A), to the fullest extent permitted by law, for any costs or expenses (bincluding advancing attorney's fees and expenses to the fullest extent permitted by law) judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding, in each case arising out of, relating to or in connection with acts or omissions occurring or alleged to have occurred whether prior to or after the Effective Time, and in the event of any such Proceeding, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Proceeding, (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, provision regarding the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, directors and the indemnification of officersthe Indemnified Parties which are, directors in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and employees and advancement bylaws of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of at least six (6) years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its Company's existing directors' and officers' liability insurance policy(iespolicy (National Union Fire Insurance Company Policy Number 473-32-74 ("D&O INSURANCE"); provided that (V) covering those persons who are currently covered by the Company's directors' Parent may substitute xxxxxxxxx policies with a reputable insurer of substantially similar coverage and officers' liability insurance policy on amounts containing terms no more favorable less advantageous to the Indemnified Parties, (W) if the existing D&O Insurance expires or is canceled during such Indemnified Parties than the terms of such current insurance coverage; providedperiod, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly will use their commercially reasonable efforts to obtain substantially similar D&O Insurance with a reputable insurer, (X) in no event shall Parent or the Surviving Corporation be required to expend on an annual basis more than 275% of the last annual premiums paid by the Company immediately prior to the Effective Time (the "MAXIMUM PREMIUM AMOUNT") to maintain or procure D&O Insurance pursuant to this Section 6.10 and severally agree (Y) if the annual premium of such D&O Insurance would exceed the Maximum Premium Amount, Parent or the Surviving Corporation shall use their commercially reasonable best efforts to pay all expensesobtain a policy with the greatest coverage available for an annual cost equal to but not exceeding the Maximum Premium Amount; and provided further, including attorneys' feeshowever, that may be incurred by (Z) the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer Parent and the Surviving Corporation under this Section 6.6 shall not 6.10 to maintain the D&O Insurance will be terminated or modified in such a manner as deemed to adversely affect any indemnitee be satisfied if Parent causes the Surviving Corporation to whom this Section 6.6 applies without procure (including the consent timely payment of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger all required costs and the Effective Time, (iipremiums) the indemnitees 6 year Discovery Period (as such term is defined in the D&O Insurance policy) available to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Company under the D&O Insurance policy.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Time Riverwood agrees that it will (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers officers, employees and employees agents of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate ’s articles of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in each case, for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's Company’s and Riverwood’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that Riverwood (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the Effective Time, the Company shall purchase a five-year (measured insured) with respect to claims arising from facts or events that occurred on or before the Effective Time) extended reporting period endorsement Time (including for acts or omissions occurring in connection with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' the approval of this Agreement and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% consummation of the transactions contemplated hereby). Such substitute policies shall be issued by insurance companies having the same or better ratings and levels of creditworthiness as the insurance companies that have issued the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6policies. The obligations of Buyer Riverwood under this Section 6.6 5.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.7).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify The Parties acknowledge and hold harmlessagree that all rights to indemnification, exculpation and provide advancement existing in favor of expenses to, all past and present the current or former directors, officers officers, employees and employees agents of any of the Company (in all Acquired Companies or their Affiliates or the Purchaser and each Person who served at the request of their capacities) the Acquired Companies or the Purchaser as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the "“D&O Indemnified Parties") Persons”), as provided in the Organizational Documents of any of the Acquired Companies or their Affiliates in effect on the date of this Agreement and made available to the same extent such individuals are indemnified Purchaser, or have the right to advancement of expenses in any indemnification agreement or arrangement as in effect as of the date of this Agreement by the Company pursuant and made available to the Company's certificate of incorporation, bylaws and indemnification agreements, if anyPurchaser, in existence on the date hereof witheach instance, or for the benefit of, any directors, officers and employees of the Company for acts or omissions with respect to matters occurring at or prior to or at the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and Closing, shall survive the consummation of the transactions contemplated hereby), (b) include Transactions and cause shall continue in full force and effect and that any of the Acquired Companies or their Affiliates will perform and discharge their respective obligations to be maintained in effect in provide such indemnity and exculpation from and after the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws Closing for a period of six (6) years after or until the Effective Timesettlement or final adjudication of any Action commenced during such period. The Purchaser shall cause the Purchaser Constitutional Documents to contain provisions with respect to indemnification, exculpation and advancement of the provisions D&O Indemnified Persons no less favorable to the D&O Indemnified Persons than set forth in the Company's Certificate Organizational Documents of Incorporation the Acquired Companies and Bylaws their Affiliates, as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesmade available to the Purchaser, which provisions shall not be amended, repealed or otherwise modified during such six-year period after the Closing in any manner that would be reasonably expected to adversely affect the rights thereunder of any D&O Indemnified PartyPerson thereunder except as is required under applicable Law. After From and after the Company Stockholder Approval has been obtained and as close as practicable to the Effective TimeClosing, the Company Purchaser shall purchase a five-year (measured from cause the Effective Time) extended reporting period endorsement Acquired Companies and their Affiliates to honor, in accordance with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedtheir respective terms, that the cost of such reporting tail coverage shall not exceed 400% each of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for covenants contained in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.17.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Parent shall cause the Effective TimeSurviving Corporation to, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's (or such Subsidiary's) certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (ii) without limitation to clause (i), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Timebylaws, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (c) cause to be maintained for a period of six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and officers' liability insurance policy amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Parent be required to pay aggregate annual premiums for insurance under this Section 5.06 in excess of such reporting tail coverage shall not exceed 400250% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred annual premiums paid by the Indemnified Parties in enforcing Company as of the indemnity date hereof (the "Current Premium") and other obligations provided if such premiums for in this Section 6.6such insurance at any time exceed 250% of the Current Premium, then Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.06 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.06 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.06 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.06).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmlessMerger Sub agree that all rights to exculpation, indemnification and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including for acts or omissions occurring any matters arising in connection with the approval of transactions contemplated by this Agreement and the consummation Agreement), now existing in favor of the transactions contemplated hereby)current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Certificate of Incorporation, the Bylaws or the equivalent organizational or governing documents of the Company’s subsidiaries or affiliates or in any written agreement set forth on Section 5.7(a) of the Company Disclosure Letter (bthe “Indemnity Agreements”) include shall survive the Merger and cause to be maintained shall continue in full force and effect in accordance with its terms. From and after the Surviving Corporation's (or any successor's) certificate of incorporation Effective Time and bylaws for a period of at least six years after (6) years, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, and advance expenses (subject to the person to whom expenses are advanced providing an undertaking to repay such advances if it is finally determined by a court of competent jurisdiction that such person is not entitled to indemnification) to, any individual who, on or prior to the Effective Time, was an officer, director or employee of the provisions set forth in Company or served on behalf of the Company as an officer, director or employee of any of the Company's ’s subsidiaries or affiliates or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer, director or employee (each, an “Indemnitee”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by Law and required by (x) the Certificate of Incorporation and Incorporation, the Bylaws or the equivalent organizational or governing documents of the Company’s subsidiaries or affiliates as in effect on the date of this Agreement regarding elimination of liability of directorsand (y) the Indemnity Agreements, indemnification of officersand (ii) not amend, directors and employees and advancement of expenses, which provisions shall not be amended, repealed repeal or otherwise modified during modify for a period of at least six (6) years any such six-year period provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the rights thereunder of any Indemnified PartyIndemnitees. After the The Company Stockholder Approval has been obtained and as close as practicable made available to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% Parent copies of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Indemnity Agreements.

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

Directors’ and Officers’ Indemnification and Insurance. Following Holdco shall, and in the Effective Timecase of the El Sitio Merger, Buyer Holdco shall cause the surviving corporation of the El Sitio Merger to, (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of each party to the Company Transactions and their respective subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company such party pursuant to the Companysuch party's certificate of incorporation, bylaws (or equivalent constitutive documents) and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of such party and its subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyTransactions), (bii) include and cause to be maintained in effect in the Surviving Corporationsurviving corporation's (or any successor's) memorandum and articles of association, certificate of incorporation and bylaws for a period of six years or equivalent constitutive documents after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws of such party and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to maintained by such Indemnified Parties than the terms of such current insurance coverage; party (provided, that the cost surviving corporation (or any successor) may substitute therefor one or more policies of such reporting tail at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall not exceed 400the surviving corporation be required to expend in any one year an amount in excess of 150% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premiums currently paid by such party for such insurance; and, 2002 to January 31provided, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesfurther, that may be incurred by if the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent annual premiums of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive insurance coverage exceed such amount, the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies surviving corporation shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation).greatest coverage available for a cost not exceeding such

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall, and shall cause the Surviving Corporation to, (ai) indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) and all fiduciaries under any Company Benefit Plans (collectively, the "“Indemnified Parties"”) against any costs, expenses (including attorney’s fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise (including an employee benefit plan) whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), in all such cases to the same extent that such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's ’s certificate of incorporation, bylaws and indemnification agreements, if any, or by any one of the Company’s Subsidiaries pursuant to such Subsidiary’s certificate of incorporation, bylaws and indemnification agreements of any Subsidiary of the Company, if any, in existence on the date hereof withhereof, (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws for a period of six (6) years after the benefit ofEffective Time, any the current provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees of the Company, contained in the certificate of incorporation and bylaws of the Company and (iii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing, and cooperates in the defense of such proceeding or threatened Action. Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to, obtain and fully pay for acts “tail” prepaid insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or omissions better rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary insurance (collectively, “D&O Insurance”), for the Indemnified Parties, with terms, conditions, retentions and levels of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time (including for with respect to acts or omissions occurring in connection with this Agreement and the approval consummation of the transactions contemplated hereby). If such “tail” prepaid insurance policies have been obtained, Parent shall, and shall cause the Surviving Corporation after the Effective Time, to maintain such policies in full force and effect, for its full term, and to continue to honor its respective obligations thereunder. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” prepaid insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from and after the Effective Time for the Indemnified Parties, the D&O Insurance (provided that Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage and amounts which are, in the aggregate, as favorable to the Indemnified Parties as provided in the existing policies as of the date of this Agreement) or, if such insurance is unavailable, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement with respect to claims, actions, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or pertaining to facts or events that occurred prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), provided, however, that in no event will Parent or the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company for such coverage (b) include and to the extent the annual premium would exceed 300% of the annual premium currently paid by the Company for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate maximum amount of incorporation and bylaws coverage as is available for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms 300% of such current insurance coverage; provided, that the cost annual premium). The obligations of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 6.7 shall not be terminated terminated, amended or modified in such a any manner so as to adversely affect any indemnitee Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee Indemnified Party (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Indemnified Parties to whom this Section 6.6 6.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 6.7, and (iii) this Section 6.6 6.7 shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding in on all successors and assigns of Buyer Parent and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following (a) Merger Sub agrees that all rights to indemnification now existing in favor of any employee, director or officer of the Company and any director or officer of the Company Subsidiaries (the “Indemnified Parties”) as provided in the Company Charter Documents or the equivalent documents of the Company Subsidiaries, in an agreement between an Indemnified Party and the Company or one of the Company Subsidiaries listed on Section 5.8(a) of the Company Disclosure Letter, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to; provided that in the event any claim or claims are asserted or made within such six-year period, all past rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in claims. Merger Sub also agrees that the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws Corporation shall, for a period of six years after following the Effective Time, indemnify all Indemnified Parties to the fullest extent permitted by applicable Law with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of the Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, the Company or any of the Company Subsidiaries, occurring prior to the Effective Time including the transactions contemplated by this Agreement; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without either Merger Sub’s or the Surviving Corporation’s prior written consent and the Surviving Corporation shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single claim for indemnification. Without limiting of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the provisions set forth Surviving Corporation will advance such Indemnified Party’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith to the Company's Certificate fullest extent that the Company would be permitted by applicable Law and to the fullest extent required by the Company Charter Documents or the equivalent documents of Incorporation and Bylaws the Company Subsidiaries as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who reasonably promptly after statements therefore are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragereceived; provided, provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee person to whom this Section 6.6 applies without the consent of such affected indemnitee (expenses are to be advanced provides an undertaking to repay such amounts if it being expressly agreed is ultimately determined that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees such person is not entitled to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)indemnified for such amounts as provided above.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) From and after the Closing Date, Purchaser agrees that it will (i) except with respect to matters which are subject to indemnification of Purchaser by Sellers under Article IX hereto, indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers officers, managers, employees and employees agents of the Company and their subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate Charter Documents of incorporation, bylaws and indemnification agreements, if any, the Company in existence on the date hereof withand (B) without limiting the generality of clause (A), or for to the benefit offullest extent permitted by Applicable Law, any directorsin each case, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time Closing Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate Charter Documents of incorporation and bylaws the Company for a period of six four (4) years after the Effective TimeClosing Date, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorsdirectors and managers, indemnification of officers, directors directors, managers and employees and advancement of expensesexpenses to officers, which directors, managers and employees that are in the Charter Documents of the Company immediately prior to Closing provided that any and all such provisions shall not be amended, repealed or otherwise modified during such six-year construed as waivers of indemnification of Purchaser by Sellers under Article IX hereto; and (iii) cause to be maintained for a period in any manner that would adversely affect of four (4) years after the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Closing Date directors' ’ and officers' ’ liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' Purchaser (provided that Purchaser (or any successor) may substitute therefor policies of at least the same coverage and officers' liability insurance policy amounts containing terms and conditions which are, in the aggregate, commercially reasonable) with respect to claims arising from facts or events that occur on terms no more favorable to and after the Closing Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Contemplated Transactions), provided that any and all such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage policies shall not exceed 400% be construed as waivers of the current annualized costs indemnification of all the Company's directors' and officers' liability Purchaser by Sellers under Article IX hereto. Such substitute policies shall be issued by nationally recognized insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6companies. The obligations of Buyer Purchaser under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee indemnitee, director, manager, officer or employee to whom this Section 6.6 applies without the consent of such affected indemnitee person (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Timeindemnitees, (ii) the indemnitees directors, managers, officers or employees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.6).

Directors’ and Officers’ Indemnification and Insurance. Following (a) For six (6) years after the Effective TimeTime the Surviving Corporation shall, Buyer and Parent shall cause the Surviving Corporation to, (ai) indemnify and hold harmless, and provide advancement of expenses to, all past the present and present directors, former directors and officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "“Indemnified Parties") Persons”), in each case to the same extent such individuals the Indemnified Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to the Company's ’s certificate of incorporation, bylaws and any indemnification agreements, if any, agreements in existence on the date hereof with, or for with any such Indemnified Persons (but in any event to the benefit of, any directors, officers and employees of the Company fullest extent permitted by Applicable Law) for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (bii) include purchase as of the Effective Time a tail policy to the current policy of directors’ and cause to officers’ liability insurance maintained by the Company which tail policy shall be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws effective for a period of from the Effective Time through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Effective Time, and which tail policy shall contain substantially the provisions set forth same coverage and amounts as, and contain terms and conditions no less advantageous than, in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Timeaggregate, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are coverage currently covered provided by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragepolicy; provided, that the cost of such reporting tail coverage in no event shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly be required to expend, for the entire tail policy, in excess of three hundred percent (300%) of the annual premium currently paid by the Company for its current policy of directors’ and severally agree officers’ liability insurance (which premiums are hereby represented and warranted by the Company to pay all expensesbe approximately $150,000); and provided, including attorneys' feesfurther, that may be incurred by if the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent premium of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive insurance coverage exceeds such amount, the consummation of Surviving Corporation after consultation with the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies Company shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.

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

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmlessAcquisition Sub agree that all rights to exculpation, indemnification, contribution and provide advancement of expenses tofor facts, all past and present directorsevents, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including for acts or omissions occurring any matters arising in connection with the approval of this Agreement and the consummation of or the transactions contemplated herebyhereby and whether or not asserted before the Effective Time), now existing in favor of the current or former directors, officers or employees of (bor in a comparable role with) include the Company or any of its Subsidiaries or any other individual serving at the request of the Company or any of its Subsidiaries as a director or officer of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, shall survive the Merger and cause to be maintained shall continue in full force and effect in the Surviving Corporation's accordance with their terms (or any successor's) certificate of incorporation and bylaws for a period of six years it being agreed that after the Effective TimeTime such rights shall be mandatory rather than permissive, if applicable), and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, contribution, advancement of expenses and limitation of director, officer or employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties with respect to the period prior to the Effective Time than those set forth in the Company's Certificate of Incorporation ’s and Bylaws on its Subsidiaries’ organizational documents as in effect immediately prior to the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesEffective Time, which provisions thereafter shall not not, for a period of at least six (6) years from the Effective Time, be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any the D&O Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Parties.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period of six (6) years from and after the Effective Time, Buyer Parent shall, and shall (a) indemnify cause the Surviving Corporation to, to the fullest extent permissible under applicable provisions of the DGCL, indemnify, defend and hold harmless, and provide advancement of expenses to, harmless all past and present directors, officers and employees of the Company (in or its Subsidiaries and all fiduciaries under any of their capacities) the Plans (the "“Indemnified Parties"Persons”) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company or its Subsidiaries pursuant to applicable Law, the Company's certificate of incorporationCompany Charter, bylaws the Company Bylaws, the Subsidiaries Governance Documents and the indemnification agreements, if any, in existence on the date hereof withof this Agreement and set forth in Schedule 5.16(a) of the Company Disclosure Schedule (collectively, the “Indemnification Agreements”) for acts or for the benefit of, any omissions in their capacity as directors, officers and or employees of the Company for acts or omissions any Subsidiary or as fiduciaries under any of the Plans occurring at or prior to the Effective Time Time. Parent shall, and shall cause the Surviving Corporation to, advance expenses (including for acts legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or omissions occurring investigation with respect to the matters subject to indemnification pursuant to this Section 5.16(a) in connection accordance with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions procedures set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective TimeCharter, the Company shall purchase a five-year (measured from Bylaws, the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Subsidiaries Governance Documents and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverageIndemnification Agreements; provided, however, that the cost of Indemnified Person to whom expenses are advanced undertakes to repay such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 advanced expenses to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree if it is ultimately determined that such Indemnified Person is not entitled to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in such reimbursement obligation pursuant to this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.16(a).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective TimeTime the Surviving Entity shall, Buyer and Parent shall cause the Surviving Entity to, (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and the Company Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and the Company Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by Law, (ii) include and cause to be maintained in effect in the Surviving Entity’s (or any successor’s) certificate of incorporation and bylaws, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Company’s Constituent Documents and (iii) cause to be maintained for acts a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D & O Insurance”) maintained by the Company (provided that the Surviving Entity (or omissions occurring any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or prior to events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, (b) include and cause to be maintained further, that in effect in no event shall the Surviving Corporation's Entity be required to expend in any one year more than 200% of the current annual premium expended by the Company and the Company Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Effective Time (or any successor's) certificate such 200% amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of incorporation and bylaws such insurance coverage exceed such amount, the Surviving Entity shall be obligated to obtain a policy with the greatest coverage available for a period of six years after cost not exceeding the Effective TimeMaximum Annual Premium. In addition, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such Company may purchase a six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable “tail” prepaid policy prior to the Effective Time, Time on terms and conditions no less advantageous to the Company shall purchase a five-year (measured from insured than the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered D & O Insurance maintained by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage amount paid by the Company shall not exceed 400% of six times the current annualized costs of all Maximum Annual Premium. If such “tail” prepaid policy has been obtained by the Company's directors' and officers' liability insurance policies effective during Company prior to the period from January 31Closing, 2002 to January 31, 2003. Buyer and (i) the Surviving Corporation jointly Entity shall not be obligated to maintain D & O Insurance as described above, and severally agree (ii) the Surviving Entity shall, and Parent shall cause the Surviving Entity to, maintain such “tail” policy in full force and effect, for its full term, and continue to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other honor their respective obligations provided for in this Section 6.6thereunder. The obligations of Buyer the Surviving Entity under this Section 6.6 6.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.8).

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Parent shall cause the Effective TimeSurviving Corporation to, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's ’s (or such Subsidiary’s) certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (ii) without limitation to clause (i), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Timebylaws, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (c) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, however, that the cost in no event shall Parent be required to pay aggregate annual premiums for insurance under this Section 5.06 in excess of such reporting tail coverage shall not exceed 400250% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred annual premiums paid by the Indemnified Parties in enforcing Company as of the indemnity date hereof (the “Current Premium”) and other obligations provided if such premiums for in this Section 6.6such insurance at any time exceed 250% of the Current Premium, then Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.06 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.06 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.06 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii5.06) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Parent shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present current or former directors, officers and employees of the Company and its subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate Articles of incorporationIncorporation, bylaws and Bylaws, indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its subsidiaries and the URBCA and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate Articles of incorporation Incorporation and bylaws Bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder Articles of any Indemnified Party. After Incorporation and Bylaws of the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of six years after the Effective Time, the Company shall purchase Time a five-year policy (measured from the Effective Timeor a "tail" policy) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no more favorable less advantageous to such Indemnified Parties the insured than the terms currently provided to directors and officers of such current insurance coverage; provided, Parent with respect to claims arising from facts or events that occurred on or before the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6Effective Time. The obligations of Buyer the Surviving Corporation under this Section 6.6 6.12 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.12 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.12 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.12).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Claim and provide advancement of expenses to, all past and present directors, directors and officers and employees of the Company and the Company Subsidiaries (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, directors and officers and employees of the Company and the Company Subsidiaries, and (ii) cause to be maintained for acts a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation (or omissions occurring any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to Claims arising from facts or prior to events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained provided that in effect in no event shall the Surviving Corporation's (or any successor's) certificate Corporation be required to expend more than 300% of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After amount expended by the Company Stockholder Approval has been obtained and as close as practicable the Company Subsidiaries to maintain or procure such directors’ and officers’ insurance liability insurance and fiduciary liability insurance immediately prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Company shall (aA) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, directors and officers of Toreador and employees of the Company its Subsidiaries (in all of their capacities) (the "Indemnified Parties"x) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Toreador pursuant to the Company's Toreador’s certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Toreador and its Subsidiaries and (y) without limitation to clause (x), to the Company fullest extent permitted by Applicable Law, in each case for acts or omissions in their capacities as directors and officers occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bB) include and cause to be maintained in effect in the Toreador Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years by-laws after the Effective Time, the Time provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in Toreador’s certificate of incorporation and by-laws, (C) periodically advance to any such indemnitee its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to clause (c) of this Section 6.13, and subject to the providing by such indemnitee of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such indemnitee is not entitled thereto and (D) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) maintained by Toreador (provided that Toreador Surviving Corporation (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which provisions are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall the Company or Toreador Surviving Corporation be required pursuant to this Section 6.13(a) to expend in any one year an amount in excess of 300% of the last annual premium paid by Toreador for such insurance prior to the date hereof, the amount of such annual premium being set forth in Section 6.13(a) of the Toreador Disclosure Letter; provided, further, that if the annual premiums of such insurance coverage exceed such amount, Toreador Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not be amendedexceeding such amount. Toreador may extend coverage, repealed or otherwise modified during such effective as of the Effective Time, under Toreador’s D&O Insurance by obtaining a six-year period in any manner that would adversely affect “tail” policy prior to the rights thereunder Closing on terms and conditions no less advantageous to the covered persons than Toreador’s existing D&O Insurance, and such “tail” policy shall satisfy the provisions of any Indemnified Partythis Section 6.13(a). After the Company Stockholder Approval If such “tail” policy has been obtained by Toreador prior to the Closing, Toreador Surviving Corporation shall maintain such policies in full force and as close as practicable effect and continue to honor Toreador’s obligations thereunder. From and after the Effective Time, the Company shall purchase a five-year (measured from will guarantee the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms obligations of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Toreador Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.13(a).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation and Parent shall (ai) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (such Persons, the "“Indemnified Parties"”) (A) to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to the Company's ’s certificate of incorporation, incorporation and bylaws and indemnification agreements, if any, as in existence on the date hereof withand (B) without limitation to clause (A), to the fullest extent permitted by law, for any costs or for expenses (including advancing attorney’s fees and expenses to the benefit fullest extent permitted by law) judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding, in each case arising out of, any directors, officers and employees of the Company for relating to or in connection with acts or omissions occurring at or alleged to have occurred whether prior to or after the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions transaction contemplated hereby), and in the event of any such Proceeding, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Proceeding, (bii) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, provision regarding the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, directors and the indemnification of officersthe Indemnified Parties which are, directors in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and employees and advancement bylaws of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of at least seven (7) years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its Company’s existing directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' ’ liability insurance policy on (National Union Fire Insurance Company Policy Number 000-00-00 (“D&O Insurance”); provided that (V) Parent may substitute therefore policies with a reputable insurer of substantially similar coverage and amounts containing terms no more favorable less advantageous to such the Indemnified Parties than Parties, (W) the terms obligations of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not 6.10 to maintain the D&O Insurance will be terminated or modified deemed to be satisfied if Parent causes the Surviving Corporation to procure (including the timely payment of all required costs and premiums) the 6 year Discovery Period (as such term is defined in such a manner as the D&O Insurance policy) available to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive Company under the consummation of the Merger and the Effective TimeD&O Insurance policy, (iiX) if the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer existing D&O Insurance expires or is canceled during such period, Parent and the Surviving Corporation)Corporation will use their commercially reasonable efforts to obtain substantially similar D&O Insurance with a reputable insurer, (Y) in no event shall Parent or the Surviving Corporation be required to expend more than 350% of the last annual premiums paid by the Company immediately prior to the Effective Time (the “Maximum Premium Amount”) to maintain or procure D&O Insurance pursuant to this Section 6.10 and (Z) if the annual premium of such D&O Insurance would exceed the Maximum Premium Amount, Parent or the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium Amount.

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

Directors’ and Officers’ Indemnification and Insurance. Following (a) Buyer shall (i) for a period of six years from the Effective Time, Buyer shall (a) indemnify and hold harmlessharmless against all losses, claims, damages, expenses or liabilities, and provide advancement of expenses to, all past and present directors, officers officers, managers and employees of each of the Company Acquired Companies (in all of their capacitiescapacities as such) (the "“Indemnified Parties") Individuals”), to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by any of the Company Acquired Companies pursuant to the Company's certificate respective limited liability company agreements of incorporation, bylaws the Acquired Companies and any indemnification agreements, if any, agreements in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company such Indemnified Individuals for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim is asserted or made within such six year period, all rights hereunder in respect of such claim shall continue until disposition thereof and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective TimeTime the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by any of the Acquired Companies (provided that Buyer may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, the provisions set forth in the Company's Certificate aggregate, no less advantageous to the insured than the current policies maintained by any of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed Acquired Companies) with respect to claims arising from facts or otherwise modified during such six-year period in any manner events that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to occurred at or before the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, however, that the cost in no event shall Buyer be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400175% of the current annualized costs of all annual premiums currently paid by the Company's directors' Acquired Companies for such insurance and officers' liability insurance policies effective during the period from January 31provided, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesfurther, that may be incurred by if the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent annual premiums of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Timeinsurance coverage exceed such amount, (ii) the indemnitees to whom this Section 6.6 applies Buyer shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available to a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall the Surviving Corporation will (ai) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers of Nalco and employees of the Company Nalco Subsidiaries (in all of their capacities) (the "Indemnified PartiesPersons") (A) to the same extent such individuals Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company Nalco pursuant to the CompanyNalco's certificate of incorporation, bylaws Constituent Documents and indemnification agreementsContracts, if any, in existence on the date hereof withof this Agreement with the Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor the provisions regarding elimination of liability of directors, indemnification of directors and officers and employees advancement of the Company for acts or omissions occurring at or expenses contained in Nalco's Constituent Documents immediately prior to the Effective Time and (iii) maintain for a period of six years after the Effective Time policies of directors' and officers' liability insurance and fiduciary liability insurance ("D & O Insurance") covering each person covered by Nalco's current D & O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D & O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)by this Agreement. Notwithstanding the foregoing, (b) include and cause to be maintained in effect in no event will the Surviving Corporation's (Corporation be required to expend for any one coverage year more than 250 percent of the current annual premium expended by Nalco and the Nalco Subsidiaries to maintain or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during procure such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable D & O Insurance immediately prior to the Effective TimeTime (such amount, the Company shall purchase a five-year (measured from "Maximum Annual Premium"). If the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms annual premiums of such current insurance coverage; providedcoverage exceed the Maximum Annual Premium, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree will be obligated to pay all expensesobtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. In lieu of the foregoing insurance coverage, including attorneys' feesEcolab may direct Nalco or the Surviving Corporation to purchase "tail" insurance coverage, at a cost no greater than the six times the Maximum Annual Premium, that may be incurred by provides coverage not less favorable than the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)coverage described above.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall the Surviving Corporation will (ai) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers of Nalco and employees of the Company Nalco Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (A) to the same extent such individuals Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company Nalco pursuant to the Company's certificate of incorporation, bylaws Nalco’s Constituent Documents and indemnification agreementsContracts, if any, in existence on the date hereof withof this Agreement with the Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor the provisions regarding elimination of liability of directors, indemnification of directors and officers and employees advancement of the Company for acts or omissions occurring at or expenses contained in Nalco’s Constituent Documents immediately prior to the Effective Time and (iii) maintain for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D & O Insurance”) covering each person covered by Nalco’s current D & O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D & O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)by this Agreement. Notwithstanding the foregoing, (b) include and cause to be maintained in effect in no event will the Surviving Corporation's (Corporation be required to expend for any one coverage year more than 250 percent of the current annual premium expended by Nalco and the Nalco Subsidiaries to maintain or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during procure such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable D & O Insurance immediately prior to the Effective TimeTime (such amount, the Company shall purchase a five-year (measured from “Maximum Annual Premium”). If the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms annual premiums of such current insurance coverage; providedcoverage exceed the Maximum Annual Premium, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree will be obligated to pay all expensesobtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. In lieu of the foregoing insurance coverage, including attorneys' feesEcolab may direct Nalco or the Surviving Corporation to purchase “tail” insurance coverage, at a cost no greater than the six times the Maximum Annual Premium, that may be incurred by provides coverage not less favorable than the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)coverage described above.

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective TimeDate, Buyer shall the Surviving Corporation and/or Valley Forge agrees that it will (ai) indemnify and hold harmless, against any costs or expenses (including attorney's fees), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Valley Forge (in all of their capacities) (the "Indemnified Parties"a) to the same extent extent, respectively, such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Valley Forge pursuant to the Company's Valley Forge certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Valley Forge and its Affiliates and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case, for acts or omissions occurring at or prior to the Effective Time Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby; excepting therefrom, however, acts of willful misconduct or gross negligence), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six three (3) years after the Effective TimeDate, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses relative to same and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to three (3) years after the Effective Time, Date the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and maintained by Valley Forge or the Surviving Corporation jointly (provided that Synergetics (or any successor) may substitute therefor policies of at least the same coverage and severally agree amounts containing terms and conditions which are, in the aggregate, no less advantageous to pay all expensesthe insured) with respect to claims arising from facts or events that occurred on or before the Effective Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby; excepting therefrom, including attorneys' feeshowever, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6acts of willful misconduct or gross negligence). The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)indemnitee.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall, and shall cause the Surviving Corporation to, (ai) indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) and all fiduciaries under any Company Benefit Plans (collectively, the "Indemnified Parties") against any costs, expenses (including attorney's fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise (including an employee benefit plan) whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), in all such cases to the same extent that such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, or by any one of the Company's Subsidiaries pursuant to such Subsidiary's certificate of incorporation, bylaws and indemnification agreements of any Subsidiary of the Company, if any, in existence on the date hereof withhereof, or for the benefit of(ii) without limitation to clause (i), any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)fullest extent permitted by applicable Law, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six (6) years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, and indemnification of officers, directors and employees and advancement of expensesexpenses to directors, which provisions shall officers and employees of the Company, contained in the certificate of incorporation and bylaws of the Company and (iii) not be amendedsettle, repealed compromise or otherwise modified during such six-year period consent to the entry of any judgment in any manner that would adversely affect proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing, and cooperates in the rights thereunder defense of any Indemnified Partysuch proceeding or threatened Action. After the Company Stockholder Approval has been obtained and as close as practicable Prior to the Effective Time, the Company shall purchase and, if the Company is unable to, Parent shall cause the Surviving Corporation to, obtain and fully pay for "tail" prepaid insurance policies with a five-year claims period of at least six (measured 6) years from and after the Effective Time) extended reporting period endorsement Time from an insurance carrier with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing the same or better rating as the Company's current insurance carrier with respect to directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by and fiduciary insurance (collectively, "D&O Insurance"), for the Indemnified Parties, with terms, conditions, retentions and levels of coverage at least as favorable as the Company's directors' existing D&O Insurance with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% consummation of the current annualized costs of all the Company's directors' and officers' liability transactions contemplated hereby). If such "tail" prepaid insurance policies effective during have been obtained, Parent shall, and shall cause the period from January 31Surviving Corporation after the Effective Time, 2002 to January 31maintain such policies in full force and effect, 2003for its full term, and to continue to honor its respective obligations thereunder. Buyer If the Company and the Surviving Corporation jointly for any reason fail to obtain such "tail" prepaid insurance policies as of the Effective Time, the Surviving Corporation shall, and severally agree Parent shall cause the Surviving Corporation to, continue to pay all expensesmaintain in effect, including attorneys' feesat no expense to the beneficiaries, for a period of at least six (6) years from and after the Effective Time for the Indemnified Parties, the D&O Insurance (provided that Parent (or any successor) may be incurred by substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage and amounts which are, in the aggregate, as favorable to the Indemnified Parties as provided in enforcing the indemnity existing policies as of the date of this Agreement) or, if such insurance is unavailable, the Surviving Corporation shall, and other obligations Parent shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such six-year period from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to the Company's existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company's existing policies as of the date of this Agreement with respect to claims, actions, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or pertaining to facts or events that occurred prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), provided, however, that in no event will Parent or the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company for in this Section 6.6such coverage (and to the extent the annual premium would exceed 300% of the annual premium currently paid by the Company for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained the maximum amount of coverage as is available for such 300% of such annual premium). The obligations of Buyer Parent and the Surviving Corporation under this Section 6.6 6.7 shall not be terminated terminated, amended or modified in such a any manner so as to adversely affect any indemnitee Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee Indemnified Party (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Indemnified Parties to whom this Section 6.6 6.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 6.7, and (iii) this Section 6.6 6.7 shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding in on all successors and assigns of Buyer Parent and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer the Acquiror shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of Company and (ii) without limitation to clause (i), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving CorporationAcquiror's (or any successor's) certificate of incorporation and bylaws by-laws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and by-laws of Company shall purchase and (c) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Company (provided that Acquiror (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Acquiror be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400100% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premiums currently paid by Company for such insurance; and, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesprovided further, that may be incurred by if the Indemnified Parties in enforcing annual premiums of such insurance coverage exceed such amount, Acquiror shall obtain a policy with the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Acquiror under this Section 6.6 4.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 4.18 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)indemnitee.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation and Parent shall (ai) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, directors and officers and employees of the Company and its Subsidiaries (in all of their capacities) (such Persons, the "“Indemnified Parties"”) (A) to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to the Company's ’s certificate of incorporation, incorporation and bylaws and indemnification agreements, if any, as in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval negotiation, approval, performance and termination, as applicable, of the Purchase Agreement dated as of March 16, 2003 between Cegedim and the Company, the Cegedim Agreement, this Agreement Agreement, and the consummation of the transactions contemplated herebyhereby and the taking of any action or performance of any obligation related to, or in connection with, any proposal for the acquisition of all or substantially all of the assets or stock of the Company) and (B) without limitation to clause (A), to the fullest extent permitted by law, for any costs or expenses (bincluding advancing attorney’s fees and expenses to the fullest extent permitted by law) judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding, in each case arising out of, relating to or in connection with acts or omissions occurring or alleged to have occurred whether prior to or after the Effective Time, and in the event of any such Proceeding, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Proceeding, (ii) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, provision regarding the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, directors and the indemnification of officersthe Indemnified Parties which are, directors in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and employees and advancement bylaws of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable (iii) cause to be maintained for a period of at least six (6) years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its Company’s existing directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' ’ liability insurance policy on (National Union Fire Insurance Company Policy Number 000-00-00 (“D&O Insurance”); provided that (V) Parent may substitute therefore policies with a reputable insurer of substantially similar coverage and amounts containing terms no more favorable less advantageous to the Indemnified Parties, (W) if the existing D&O Insurance expires or is canceled during such Indemnified Parties than the terms of such current insurance coverage; providedperiod, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly will use their commercially reasonable efforts to obtain substantially similar D&O Insurance with a reputable insurer, (X) in no event shall Parent or the Surviving Corporation be required to expend on an annual basis more than 275% of the last annual premiums paid by the Company immediately prior to the Effective Time (the “Maximum Premium Amount”) to maintain or procure D&O Insurance pursuant to this Section 6.10 and severally agree (Y) if the annual premium of such D&O Insurance would exceed the Maximum Premium Amount, Parent or the Surviving Corporation shall use their commercially reasonable best efforts to pay all expensesobtain a policy with the greatest coverage available for an annual cost equal to but not exceeding the Maximum Premium Amount; and provided further, including attorneys' feeshowever, that may be incurred by (Z) the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer Parent and the Surviving Corporation under this Section 6.6 shall not 6.10 to maintain the D&O Insurance will be terminated or modified in such a manner as deemed to adversely affect any indemnitee be satisfied if Parent causes the Surviving Corporation to whom this Section 6.6 applies without procure (including the consent timely payment of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger all required costs and the Effective Time, (iipremiums) the indemnitees 6 year Discovery Period (as such term is defined in the D&O Insurance policy) available to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Company under the D&O Insurance policy.

Directors’ and Officers’ Indemnification and Insurance. Following (a) PICA shall use its commercially reasonable efforts, prior to the Effective Time, Buyer shall (a) indemnify to purchase a single payment, run-off or "tail" insurance policy or policies of directors’ and hold harmless, officers’ liability insurance covering current and provide advancement of expenses to, all past and present directors, former officers and employees directors of PICA and the Company (PICA Subsidiaries on terms and conditions, including limits, no less favorable than their respective directors and officers liability insurance policy in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of effect on the date of this Agreement by Agreement, such policy or policies to become effective at the Company pursuant Effective Time and remain in effect for a period of six (6) years after the Effective Time (the “Tail Policy”) with respect to the Company's certificate of incorporation, bylaws directors’ and indemnification agreements, if any, in existence officers’ liability for claims arising from facts or events that occurred on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with Time. If PICA is unable to obtain the approval Tail Policy prior to Closing, PRA shall use its best efforts to cause the individuals serving as officers and directors of this Agreement PICA and the consummation of PICA Subsidiaries, immediately prior to the transactions contemplated hereby), (b) include and cause Effective Time to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws covered for a period of six (6) years after from the Effective TimeTime (or the period of the applicable statute of limitations, if longer) by the provisions set forth in directors’ and officers’ liability insurance policy maintained by PICA or the Company's Certificate PICA Subsidiary (provided that PRA may substitute therefor policies of Incorporation the same or substantially similar coverage and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors amounts containing terms and employees and advancement of expenses, conditions which provisions shall are not be amended, repealed or otherwise modified during such six-year period less advantageous in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable material respect than such policy) with respect to acts or omissions occurring prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Time which were committed by such officers and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragedirectors in their capacity as such; provided, however, that in no event shall the cost of premium for any such reporting tail coverage shall not exceed 400insurance be more than 300% of the current annualized costs of all amount expended by PICA or the Company's directors' PICA Subsidiary (the “Insurance Premium Amount”); and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesprovided further, that may be incurred if PRA is unable to maintain or obtain the insurance called for by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 7.6, PRA shall not be terminated or modified in such a manner use its best efforts to obtain as to adversely affect any indemnitee to whom this Section 6.6 applies without much comparable insurance as available for the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Insurance Premium Amount.

Directors’ and Officers’ Indemnification and Insurance. Following Holdco shall, and in the Effective Timecase of the El Sitio Merger, Buyer Holdco shall cause the surviving corporation of the El Sitio Merger to, (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of each party to the Company Transactions and their respective subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company such party pursuant to the Companysuch party's certificate of incorporation, bylaws (or equivalent constitutive documents) and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of such party and its subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyTransactions), (bii) include and cause to be maintained in effect in the Surviving Corporationsurviving corporation's (or any successor's) memorandum and articles of association, certificate of incorporation and bylaws for a period of six years or equivalent constitutive documents after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws of such party and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to maintained by such Indemnified Parties than the terms of such current insurance coverage; party (provided, that the cost surviving corporation (or any successor) may substitute therefor one or more policies of such reporting tail at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall not exceed 400the surviving corporation be required to expend in any one year an amount in excess of 150% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premiums currently paid by such party for such insurance; and, 2002 to January 31provided, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesfurther, that may if the annual premiums of such insurance coverage exceed such amount, the surviving corporation shall be incurred by obligated to obtain a policy with the Indemnified Parties in enforcing greatest coverage available for a cost not exceeding such amount. The provisions of clause (iii) of the indemnity and other obligations provided immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Closing for in purposes of this Section 6.66.5, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the Transactions and for a premium not in excess of the aggregate of the premiums set forth in the preceding sentence. If such prepaid policies have been obtained prior to the Closing, Holdco shall and shall cause the applicable surviving corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. The obligations of Buyer under this Section 6.6 6.5 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Person to whom this Section 6.6 6.5 applies without the consent of such affected indemnitee Person (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Persons to whom this Section 6.6 6.5 applies shall be third third-party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.5).. 66

Directors’ and Officers’ Indemnification and Insurance. Following (a) For six years after the Effective TimeTime the Surviving Corporation shall, Buyer and Purchaser shall cause the Surviving Corporation to, (ai) indemnify and hold harmless, and provide advancement of expenses to, all past the present and present former directors, officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "“Indemnified Parties") Persons”), in each case to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to the Company's ’s certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, with any current or for the benefit of, any former directors, officers and employees of Company and its Subsidiaries (but in any event to the Company fullest extent permitted by law) for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (bii) include purchase as of the Effective Time a tail policy to the current policy of directors’ and cause to officers’ liability insurance maintained by Company which tail policy shall be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws effective for a period of from the Effective Time through and including the date six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws Closing Date with respect to claims arising from facts or events that occurred on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to before the Effective Time, and which tail policy shall contain substantially the Company shall purchase a five-year (measured from same coverage and amounts as, and contain terms and conditions no less advantageous than, in the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are aggregate, the coverage currently covered provided by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragepolicy; provided, however, that in no event shall the cost Surviving Corporation be required to expend, for the entire tail policy, in excess of such reporting tail coverage shall not exceed 400300% of the annual premium currently paid by Company for its current annualized costs policy of all the Company's directors' ’ and officers' ’ liability insurance policies effective during (which premiums are hereby represented and warranted by Company to be approximately $7,900,000); and, provided, further that, if the period from January 31premium of such insurance coverage exceeds such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies after consultation with Company shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective Time, Buyer shall (a) Time the Parent agrees that it will indemnify and hold harmless, against any costs or expenses (including attorney's fees), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, to all past and present directors, officers and employees directors of the Company (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of (b) to the Company fullest extent permitted by law for acts or omissions occurring while serving in their capacity as directors of the Company at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws . Parent will maintain for a period of six not less than five years after from the Effective Time, Time a D&O Insurance policy (or a policy providing substantially similar coverage as the provisions set forth in coverage currently provides) (the Company"D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Parent's Certificate D&O Insurance as of Incorporation and Bylaws the Effective Time on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions Agreement; PROVIDED that Parent shall not be amended, repealed or otherwise modified during required to spend as an annual premium for such six-year period D&O Insurance an amount in any manner that would adversely affect the rights thereunder excess of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premium paid for D&O Insurance in effect prior to the date of all the Company's directors' this Agreement; and officers' liability insurance policies effective during the period from January 31, 2002 PROVIDED FURTHER that Parent shall nevertheless be obligated to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that provide such coverage as may be incurred by obtained for such amount (including purchasing tail coverage for the Indemnified Parties in enforcing remainder of the indemnity and other obligations provided for in five year period to the extent of such amount if insurance is not otherwise available). The provisions of this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without are intended for the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger benefit of, and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third enforceable by, each indemnified party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

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

Directors’ and Officers’ Indemnification and Insurance. Following the Effective TimeThe Merger Agreement provides for certain indemnification rights in favor of AMPAC’s and its Subsidiaries’ current and former directors, Buyer shall (a) indemnify officers or employees. Specifically, Parent agreed to take all actions necessary such that all rights to indemnification and hold harmless, exculpation from liabilities and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") for acts or omissions occurring or alleged to have occurred at or prior to the same extent such individuals are indemnified or have the right to advancement Effective Time existing in favor of expenses any individual as of the date of this the Merger Agreement who was then or had been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director, officer or employee of AMPAC or any of its Subsidiaries or who is or was serving at the request of AMPAC or any of its Subsidiaries as a director, officer or employee of another entity as provided in the respective articles of incorporation or by-laws (or comparable organizational documents) of AMPAC and its Subsidiaries, and any indemnification agreements with any such persons, will survive the Offer and the Merger and the other transactions contemplated by the Company pursuant to Merger Agreement and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of 6 years after the Company's certificate Effective Time in any manner that would adversely affect the rights thereunder of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company such individuals for acts or omissions occurring at or prior to the Effective Time (including Time. The Merger Agreement also provides for acts or omissions occurring certain insurance rights in connection with favor of AMPAC’s and its Subsidiaries’ current and former directors and officers. Specifically, Parent agreed to maintain the approval of this Agreement existing officers’ and the consummation directors’ liability insurance policies maintained by AMPAC as of the transactions contemplated hereby), (b) include and cause to be maintained in effect in date of the Surviving Corporation's Merger Agreement (or any successor'ssubstitute policies with at least the same coverage and amounts that are not less advantageous) certificate of incorporation and bylaws for a period of six years from the Effective Time; provided that after the Effective Time, the provisions set forth Parent will not be required to expend annually in the Company's Certificate aggregate an amount in excess of Incorporation and Bylaws on 300% of the last annual premium paid by AMPAC for such insurance prior to the date of this the Merger Agreement regarding elimination in respect of liability coverage required to be maintained pursuant to the Merger Agreement. In lieu of directorsthe foregoing, indemnification of officersAMPAC may purchase, directors and employees and advancement of expensesprior to, which provisions shall not be amended, repealed on or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to after the Effective Time, the Company shall purchase a fivesix-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing “tail” prepaid directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' ’ liability insurance policy on terms no more favorable in respect of acts or omissions occurring prior to such Indemnified Parties than the terms of Effective Time covering each such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer former director and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)officer.

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

Directors’ and Officers’ Indemnification and Insurance. Following 6.10 From and after the Effective TimeDate, Buyer Bidco shall cause the Company and each of its subsidiaries to the fullest extent permitted by applicable Law: (a) indemnify to indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present harmless any directors, managers and officers and employees of the Company or any of its subsidiaries and any person who was a director, manager or officer of the Company or any of its subsidiaries in the six (in all of their capacities6) years prior to the Effective Date (collectively, the "“D&O Indemnified Parties"”) against any Liability arising in connection with or in relation to such D&O Indemnified Party’s position as a director, manager or officer of the Company or any of its subsidiaries at least to the extent such D&O Indemnified Party is indemnified immediately prior to the Effective Date pursuant to the Articles or any deed of indemnity or other agreement between such D&O Indemnified Party and the Company or any of its subsidiaries; and (b) to: (i) maintain in effect for a period of six (6) years after the Effective Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company or any of its subsidiaries immediately prior to the Effective Date for the benefit of any D&O Indemnified Party; or (ii) to provide substitute policies of at least the same extent such individuals coverage and amounts and containing terms and conditions that are indemnified or have not less advantageous to the right D&O Indemnified Parties when compared to advancement of expenses the insurance maintained by the Company and its subsidiaries as of the date of this Agreement Agreement; or (c) to obtain as of the Effective Date “tail” directors’ and officers’ liability insurance policies with a claims period of six (6) years from the Effective Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the D&O Indemnified Parties when compared to the insurance maintained by the Company pursuant to and its subsidiaries as of the Company's certificate date of incorporation, bylaws and indemnification agreements, if anythis Agreement, in existence the case of (i) Sub-Clauses (a) – (c) above, with respect to claims arising out of or relating to events which occurred on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time Date and (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ii) Sub-Clauses (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor'sc) certificate of incorporation and bylaws for a period of six years after the Effective Timeabove, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions provided that Bidco shall not be amended, repealed or otherwise modified during required to maintain such six-year period in any manner that would adversely affect policies if the rights thereunder cost exceeds three (3) times the annual cost of any Indemnified Party. After the current policies of directors’ and officers’ liability insurance maintained by the Company Stockholder Approval has been obtained and as close as practicable or any of its subsidiaries immediately prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Date.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Pfizer shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Xxxxxx-Xxxxxxx and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Xxxxxx-Xxxxxxx pursuant to the Company's Xxxxxx-Xxxxxxx'x certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Xxxxxx-Xxxxxxx and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the certificate of incorporation and bylaws of Xxxxxx-Xxxxxxx and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, maintained by Xxxxxx-Xxxxxxx (provided that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly (or any successor) may substitute therefor policies of at least the same coverage and severally agree amounts containing terms and conditions which are, in the aggregate, no less advantageous to pay all expenses, including attorneys' fees, the insured) with respect to claims arising from facts or events that may be incurred by occurred on or before the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6Effective Time. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.8).. 5.9

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) United Online shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company NetZero and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company NetZero pursuant to the CompanyNetZero's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of NetZero and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by Law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions Transactions contemplated hereby), (bii) include and cause to be maintained in effect in the NetZero Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, expenses which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable are no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws of NetZero and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by NetZero (provided that United Online (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that in no event shall United Online be required to expend an amount in excess of $3,000,000 for such insurance; and, provided further that if the cost annual premiums of such reporting tail insurance coverage exceed such amount, United Online shall be obligated to obtain a policy with the greatest coverage available for a cost not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6exceeding such amount. The obligations of Buyer United Online under this Section 6.6 7.4(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 7.4(a) applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 7.4(a) applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation7.4(a)).

Directors’ and Officers’ Indemnification and Insurance. Following Elan and the Effective TimeSurviving Corporation shall, Buyer shall jointly and severally, (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Dura and its Subsidiaries (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Dura pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if anyagreements of Dura, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company Dura and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the certificate of incorporation and bylaws of Dura in existence on the date hereof and (c) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, maintained by Dura (provided that the cost Surviving Corporation (or any successor) may substitute therefor policies of such reporting tail at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; PROVIDED that in no event shall not exceed 400the Surviving Corporation (or any successor) be required to expend in any one year an amount in excess of 200% of the current annualized costs of all annual premiums currently paid by Dura for such insurance; and PROVIDED, FURTHER, that if the Company's directors' and officers' liability annual premiums for such insurance policies effective during the period from January 31exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly (or any successor) shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The provisions of this Section 5.7 are in addition to the rights to indemnification and severally agree exculpation from liabilities for acts or omissions occurring at or prior to pay the Effective Time now existing in favor of any past or present director, officer or employee of Dura or any of its Subsidiaries referred to herein, as provided by their respective certificates of incorporation or by-laws (or comparable organizational document) and any indemnification agreements of Dura, the existence of which does not constitute a breach of this Agreement. Elan agrees to pay, or cause the Surviving Corporation to pay, all reasonable expenses, including reasonable attorneys' fees, that may be incurred by the Indemnified Parties any such past or present director, officer or employee in successfully enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer rights under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom 5.7. The provisions of this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 5.7 shall survive the consummation of the Merger and are intended to be for the Effective Timebenefit of, (ii) the indemnitees to whom this Section 6.6 applies and shall be third party beneficiaries of enforceable by, such past or present directors, officers and may enforce this Section 6.6 employees and (iii) this Section 6.6 shall be binding in all successors their respective heirs and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) Following the Effective Time, Buyer shall Parent and the Surviving Corporation shall, to the extent permitted by law, (ai) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, incorporation and bylaws of the Company and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to subclause (A) above, to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws of the Surviving Corporation (or any successor to the Surviving Corporation) for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance with one or more reputable unaffiliated third-party insurers maintained by the Company's directors' Company (provided that Parent (or any successor thereto) may substitute therefor one or more policies with one or more reputable unaffiliated third-party insurers of at least the same coverage and officers' liability insurance policy amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that in no event shall the cost Surviving Corporation be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400300% of the current annualized costs annual premiums currently paid by the Company for such insurance if the Board of all Directors of Parent as constituted after the Company's directors' and officers' liability Effective Time shall have so determined; and, provided further that if the annual premiums of such insurance policies effective during the period from January 31coverage exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly shall obtain a policy with at least the greatest coverage available for a cost not exceeding such amount. Notwithstanding any foregoing provision to the contrary, the treatment of past and severally agree present directors, officers and employees of the Company and its Subsidiaries with respect to pay all expenseselimination of liability, including attorneys' feesindemnification, that may be incurred by the Indemnified Parties in enforcing the indemnity advancement of expenses and other obligations provided for in this Section 6.6. The obligations of Buyer liability insurance under this Section 6.6 7.06 shall not be terminated or modified be, in such a manner as the aggregate, no less advantageous to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive intended beneficiaries thereof than the consummation corresponding treatment of the Merger past and the Effective Timepresent directors, (ii) the indemnitees to whom this officers and employees of Parent and its Subsidiaries under Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation7.06(b).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall, and shall cause the Surviving Corporation to, (ai) indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) and all fiduciaries under any Company Benefit Plans (collectively, the "“Indemnified Parties"”) against any costs, expenses (including attorney’s fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise (including an employee benefit plan) whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), in all such cases to the same extent that such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate ’s articles of incorporation, bylaws and indemnification agreements, if any, or by any one of the Company’s Subsidiaries pursuant to such Subsidiary’s articles of incorporation, bylaws and indemnification agreements of any Subsidiary of the Company, if any, in existence on the date hereof withhereof, or for the benefit of(ii) without limitation to clause (i), any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)fullest extent permitted by applicable Law, (b) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate articles of incorporation and bylaws for a period of six (6) years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, and indemnification of officers, directors and employees and advancement of expensesexpenses to directors, which provisions shall officers and employees of the Company, contained in the articles of incorporation and bylaws of the Company and (iii) not be amendedsettle, repealed compromise or otherwise modified during such six-year period consent to the entry of any judgment in any manner that would adversely affect proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing, and cooperates in the rights thereunder defense of such proceeding or threatened Action. Prior to the Effective Time, Parent will use reasonable best efforts to obtain “tail” prepaid insurance policies with a claims period of at least six (6) years from and after the Effective Time from Parent’s or the Company’s current insurance carrier, or an insurance carrier with the same or better rating as the lower rated of Parent’s and the Company’s current insurance carrier, with respect to directors’ and officers’ liability insurance and fiduciary insurance (collectively, “D&O Insurance”), for the Indemnified Parties, with terms, conditions, retentions and levels of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby). If such “tail” prepaid insurance policies have been obtained, Parent shall, and shall cause the Surviving Corporation after the Effective Time, to maintain such policies in full force and effect, for its full term, and to continue to honor its respective obligations thereunder. If Parent for any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable reason fails to obtain such “tail” prepaid insurance policies prior to the Effective Time, the Company Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from and after the Effective Time for the Indemnified Parties, the D&O Insurance (provided that Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage and amounts which are, in the aggregate, as favorable to the Indemnified Parties as provided in the existing policies as of the date of this Agreement) or, if such insurance is unavailable, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase a fivethe best available D&O Insurance for such six-year (measured period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement with respect to claims, actions, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or pertaining to facts or events that occurred prior to, at or after the Effective Time) extended reporting period endorsement Time (including with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' respect to acts or omissions occurring in connection with this Agreement and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms consummation of the transactions contemplated hereby). The foregoing notwithstanding, in no more favorable event will Parent or the Surviving Corporation be required to such Indemnified Parties than the terms expend annually in excess of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400250% of the current annualized costs annual premium currently paid by the Company for such coverage (and to the extent the annual premium would exceed 250% of the annual premium currently paid by the Company for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003maximum amount of coverage as is available for such 250% of such annual premium). Buyer The obligations of Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 6.7 shall not be terminated terminated, amended or modified in such a any manner so as to adversely affect any indemnitee Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee Indemnified Party (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Indemnified Parties to whom this Section 6.6 6.7 applies shall be third party beneficiaries of and may enforce this Section 6.6 6.7, and (iii) this Section 6.6 6.7 shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding in on all successors and assigns of Buyer Parent and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period beginning at the Effective Time and ending no earlier than seven years after the Effective Time, Buyer the Surviving Company and Parent shall (a) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, directors and officers and employees of the Company and its Subsidiaries (in all of their capacities) (collectively, the "Indemnified Parties"“Covered Persons”) to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to Applicable Law, the Company's certificate Charter Documents of incorporationthe Company or its Subsidiaries, bylaws and the indemnification agreements, and, solely in the case of the Surviving Company (and not Parent), any other indemnification agreements, if any, in existence on the date hereof withEffective Time (collectively, the “Indemnification Agreements”) arising out of acts or for the benefit of, any directors, omissions in their capacity as directors or officers and employees of the Company for acts or omissions any of its Subsidiaries occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby), in each case, to the extent permitted by Applicable Law. The Surviving Company and Parent shall advance expenses (bincluding reasonable legal fees and expenses) include and cause to be maintained in effect incurred in the Surviving Corporation's defense of any Legal Proceeding with respect to the matters subject to indemnification pursuant to this Section 5.8 in accordance with the procedures (if any) set forth in the Charter Documents of the Company or any successor'sof its Subsidiaries, any Indemnification Agreements and any other requirements under Applicable Law, in each case, to the extent permitted by Applicable Law. Notwithstanding anything herein to the contrary, if any Legal Proceeding (whether arising before, at or after the Effective Time) certificate is made against such persons with respect to matters subject to indemnification hereunder on or prior to the seventh anniversary of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination Section 5.8(a) shall continue in effect until the final disposition or final resolution of liability of directorssuch Legal Proceeding. Notwithstanding anything contained in this Section 5.8(a) or otherwise, indemnification of officers, directors Parent and employees and advancement of expenses, which provisions the Surviving Company (i) shall not be amended, repealed or otherwise modified during such six-year period in liable for any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year settlement effected without their prior written consent (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 which consent shall not be terminated unreasonably withheld, conditioned or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger delayed), and the Effective Time, (ii) shall not have any obligation hereunder to any Covered Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such indemnification is prohibited by Applicable Law, in which case the indemnitees Covered Person shall promptly refund to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and Parent or the Surviving Corporation)Company the amount of all such expenses theretofore advanced pursuant hereto.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation and its Subsidiaries shall, and the Effective TimeParent and Purchaser shall cause the Surviving Corporation and its Subsidiaries to, Buyer shall (ai) indemnify and hold harmless, and to the extent not prohibited by SOX, provide advancement of expenses to, all past and present (as of the Effective Time) directors, officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "Indemnified PartiesPersons") to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company and its Subsidiaries pursuant to the Company's or its respective Subsidiary's certificate of incorporation, bylaws by-laws and indemnification agreements, if any, agreements in existence on the date hereof with, with any current or for the benefit of, any former directors, officers and employees of the Company and its Subsidiaries (but in any event to the fullest extent permitted by law) for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), and (bii) include purchase as of the Effective Time a tail policy (the "Tail Policy") to the current policy of directors' and cause officers' liability insurance and fiduciary liability insurance maintained by the Company which Tail Policy shall be effective for a period from the Effective Time through and including the date six years after the Closing Date with respect to be maintained in effect claims arising from facts or events that occurred on or before the Effective Time, and which Tail Policy shall contain substantially the same coverage and amounts, and contain terms and conditions no less advantageous, in the Surviving Corporation's (or any successor's) aggregate, as that coverage currently provided by such current policy. To the extent permitted by the GCL and not prohibited by SOX and notwithstanding the last sentence of Section 1.5 and Section 1.6, the certificate of incorporation and bylaws by-laws of the Surviving Corporation and its Subsidiaries shall contain provisions with respect to indemnification, advancement of expenses and exculpation from liability at least as favorable to the Indemnified Persons as those set forth in the current articles of incorporation and by-laws of the Company and its Subsidiaries, and for a period of six years after from the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which those provisions shall not be amended, repealed or amended or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder as of the Effective Time of the Indemnified Persons, except to the extent, if any, that such modification is required after the Effective Time by applicable law. Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party. After Persons on or prior to the Company Stockholder Approval has been obtained and as close as practicable to sixth anniversary of the Effective Time, the Company provisions of this Section 5.6 shall purchase a five-year (measured from continue in effect until the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms final disposition of such current insurance coverage; providedclaim, action, suit, proceeding or investigation. The covenants contained in this Section 5.6 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, whether pursuant to law, contract or otherwise. In the event that the cost Surviving Corporation, any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such reporting tail coverage consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall not exceed 400% be made so that the successors or assigns of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree or any of its Subsidiaries, as the case may be, shall succeed to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.6.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Parent shall cause the Effective TimeSurviving Corporation to, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's ’s (or such Subsidiary’s) certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company and its Subsidiaries and (ii) without limitation to clause (i), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Timebylaws, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period expenses contained in any manner that would adversely affect the rights thereunder certificate of any Indemnified Party. After incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (c) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, however, that the cost in no event shall Parent be required to pay aggregate annual premiums for insurance under this Section 5.06 in excess of such reporting tail coverage shall not exceed 400250% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred annual premiums paid by the Indemnified Parties in enforcing Company as of the indemnity date hereof (the “Current Premium”) and other obligations provided if such premiums for in this Section 6.6such insurance at any time exceed 250% of the Current Premium, then Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.06 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.06 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.06 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.06).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) The Surviving Corporation shall, and Purchaser shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present (as of the Effective Time) directors, officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "Indemnified PartiesPersons") to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate articles of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, with any current or for the benefit of, any former directors, officers and employees of Company and its Subsidiaries (but in any event to the Company fullest extent permitted by law) for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the Option Agreement and the consummation of the transactions contemplated herebyhereby and thereby), and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate purchase as of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Time a tail policy to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policy of directors' and officers' liability insurance policy(ies) covering those persons who are and fiduciary liability insurance maintained by Company which tail policy shall be effective for a period from the Effective Time through and including the date six years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Effective Time, and which tail policy shall contain substantially the same coverage and amounts, and contain terms and conditions no less advantageous, in the aggregate, as that coverage currently covered provided by such current policy; provided, however, that in no event shall the Company's Surviving Corporation be required to expend, for the entire tail policy, in excess of 400% of the annual premium currently paid by Company for its current policy of directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than and fiduciary liability insurance; and, provided, further, that if the terms premium of such current insurance coverage; providedcoverage exceeds such amount, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies after consultation with Company shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) The Surviving Corporation shall (ai) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, officers and employees of the Company (in all of their capacities) of Airborne and its Subsidiaries (which, for the "avoidance of doubt, includes Airco up until the Effective Time) (such Persons, the “Indemnified Parties"”) (A) to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date hereof (or, in the case of this Agreement by the Company Airco, as they would have be so entitled pursuant to the Company's certificate of incorporation, incorporation and bylaws attached as Exhibits hereto if such documents were in effect) by Airborne pursuant to Airborne’s or any Subsidiaries’ certificate of incorporation and indemnification agreements, if any, bylaws as in existence on the date hereof withand (B) without limitation to clause (A), to the fullest extent permitted by law, for any reasonable costs or for expenses (including advancing reasonable attorney’s fees and expenses to the benefit fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, in each case arising out of, any directors, officers and employees of the Company for relating to or in connection with acts or omissions occurring at or alleged to have occurred prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), so long as such Person gives the Surviving Corporation the opportunity to defend any such Action and does not effect any settlement without the Surviving Corporation’s prior written consent (bsuch consent not to be unreasonably withheld or delayed), and (ii) include and cause to be maintained in effect in the Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, provision regarding the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, directors and the indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties which are, in enforcing the indemnity aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and other obligations provided for in this Section 6.6. The obligations bylaws of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Airborne.

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

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Dai-ichi will cause the Surviving Corporation to (ai) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of Protective and the Company Protective Subsidiaries (in all of their capacities) (the "Indemnified PartiesPersons") (A) to the same extent such individuals Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company Protective pursuant to the CompanyProtective's certificate of incorporation, bylaws Constituent Documents and indemnification agreementsContracts, if any, in existence on the date hereof withof this Agreement with the Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor the provisions regarding elimination of liability of directors, indemnification of directors and officers and employees advancement of the Company for acts or omissions occurring at or expenses contained in Protective's Constituent Documents immediately prior to the Effective Time and (iii) maintain for a period of six years after the Effective Time policies of directors' and officers' liability insurance and fiduciary liability insurance ("D & O Insurance") covering each person covered by Protective's current D & O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D & O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)by this Agreement. Notwithstanding the foregoing, (b) include and cause to be maintained in effect in no event will the Surviving Corporation's Corporation be required to expend for any one coverage year more than 300 percent of the current annual premium expended by Protective and the Protective Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Effective Time (or any successor's) certificate such amount, the "Maximum Annual Premium"). If the annual premiums of incorporation and bylaws such insurance coverage exceed the Maximum Annual Premium, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a period cost not exceeding the Maximum Annual Premium. In lieu of six years after the Effective Timeforegoing insurance coverage, Dai-ichi may cause the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such Surviving Corporation to purchase six-year period prepaid "tail" insurance coverage, at a cost no greater than the six times the Maximum Annual Premium, that provides coverage not less favorable to the insured than the coverage described above. Notwithstanding the foregoing, Protective may in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable its sole discretion purchase, prior to the Effective Time, the Company shall purchase a fivesix-year (measured from prepaid "tail" insurance coverage, at a cost no greater than the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by six times the Company's directors' and officers' liability insurance policy on terms no more Maximum Annual Premium, that provides not less favorable to such Indemnified Parties the insured than the terms of coverage described above, and if Protective has obtained such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 prepaid "tail" policy prior to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Dai-ichi will cause such policy to whom this Section 6.6 applies shall be third party beneficiaries of maintained in full force and may enforce this Section 6.6 effect, for its full term, and (iii) this Section 6.6 shall cause all obligations thereunder to be binding in all successors and assigns of Buyer and honored by the Surviving Corporation, and Dai-ichi will have no further obligation to purchase or pay for insurance pursuant to this Section 7.04(a).

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

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify All rights to indemnification and hold harmless, and provide exculpation (including the advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacitiesexpenses) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company from liabilities for acts or omissions occurring at or prior to the Effective Time Closing (including for acts or omissions occurring in connection with respect to the approval of this Agreement and the consummation Transactions) existing as of the transactions contemplated hereby)date hereof in favor of the current or former directors, (b) include officers and cause to be maintained in effect in employees of the Surviving Corporation's (Company or any successor's) Subsidiary of the Company, as provided in their respective certificate of incorporation and bylaws (or similar organizational documents) or the indemnification agreements of any of the Company or any Subsidiary of the Company listed on Schedule 5.14 of the Company Disclosure Letter and made available to Acquirer prior to the date hereof, and pursuant to Applicable Law, shall survive the Transactions and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six years after the Effective TimeClosing; provided that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. Notwithstanding the foregoing, the obligations of Acquirer, the First-Step Surviving Corporation, the Final Surviving Entity, or their respective successors (i) shall be subject to any limitation imposed by Applicable Law and (ii) shall not be deemed to release any Indemnitee hereunder who is also an officer or director of the Company or its subsidiaries from his or her obligations pursuant to this Agreement or any applicable indemnification agreement. Any repeal or modification of the aforementioned provisions of the Certificate of Incorporations or Bylaws (or the equivalent organizational documents of the Company’s Subsidiaries) shall not adversely affect any right or protection of the directors or officers of the Company or any of its Subsidiaries existing as of or prior to the Closing, or increase the liability of any director or officer of the Company or any of its Subsidiaries with respect to acts or omissions of any such director or officer occurring prior to or at the Closing. Acquirer shall use reasonable efforts to ensure that any successors of the Final Surviving Entity shall fulfill the obligations of the Final Surviving Entity set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.14.

Directors’ and Officers’ Indemnification and Insurance. (a) Following the Effective Time, Buyer the Surviving Corporation shall (a1) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "“Indemnified Parties"”) (A) without limitation to subclause (B) below, to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate its Articles of incorporation, bylaws Incorporation and Company By-Laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directorssuch individuals and (B) without limitation to subclause (A) above, officers and employees of to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (b2) include and cause to be maintained in effect in the articles of incorporation and by-laws of the Surviving Corporation's Corporation (or any successor'ssuccessor to the Surviving Corporation) certificate of incorporation and bylaws for a period of six 6 years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current Articles of Incorporation and Company By-Laws. Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.07, which provisions upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable liable to such Indemnified Parties than for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the terms defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such current insurance coveragecounsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly and severally agree shall be obligated pursuant to this paragraph (a) to pay for only one firm of counsel for all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing any action unless the indemnity and other obligations use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided for in this Section 6.6. The obligations that the fewest number of Buyer under this Section 6.6 counsels necessary to avoid conflicts of interest shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, used; (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries Indemnified Parties will cooperate in the defense of and may enforce this Section 6.6 any such matter, and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent; and provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by Applicable Law. Nothing in this Section 6.07(a) shall be effective to the extent it limits the rights of an Indemnifying Party under Applicable Law, including, as it applies to the Surviving Corporation), the Revised Act.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify The Company shall (A) indemnify, hold harmless and hold harmless, and provide advancement of advance expenses to, to all past and present directors, directors and officers of Solstice and employees of the Company its Subsidiaries (in all of their capacities) (the "Indemnified Parties"x) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Solstice pursuant to the Company's Solstice’s certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof withwith any directors and officers of Solstice and its Subsidiaries and (y) without limitation to clause (x), or for to the benefit offullest extent permitted by Applicable Law, any directors, officers and employees of the Company in each case for acts or omissions in their capacities as directors or officers occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyTransactions), (bB) include and cause to be maintained in effect in the Solstice Surviving Corporation's ’s (or any successor's’s) certificate of incorporation and bylaws by-laws after the Effective Time provisions regarding elimination of liability of directors, indemnification of officers and directors, and advancement of expenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in Solstice’s certificate of incorporation and by-laws, (C) periodically advance to any such indemnitee its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to clause (c) of this Section 6.14, and subject to the providing by such indemnitee of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such indemnitee is not entitled thereto and (D) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) maintained by Solstice (provided that Solstice Surviving Corporation (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall the Company or Solstice Surviving Corporation be required pursuant to this Section 6.14(a) to expend in any one year an amount in excess of 300% of the last annual premium paid by Solstice for such insurance prior to the date hereof, the provisions amount of such annual premium being set forth in Section 6.14(a) of the Company's Certificate Solstice Disclosure Letter; provided, further, that if the annual premiums of Incorporation and Bylaws on such insurance coverage exceed such amount, Solstice Surviving Corporation shall be obligated to obtain a policy with the date greatest coverage available for a cost not exceeding such amount. Solstice may extend coverage, effective as of this Agreement regarding elimination of liability of directorsthe Effective Time, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such under Solstice’s D&O Insurance by obtaining a six-year period in any manner that would adversely affect “tail” policy prior to the rights thereunder Closing on terms and conditions no less advantageous to the covered persons than Solstice’s existing D&O Insurance, and such “tail” policy shall satisfy the provisions of any Indemnified Partythis Section 6.14(a). After the Company Stockholder Approval If such “tail” policy has been obtained by Solstice prior to the Closing, Solstice Surviving Corporation shall maintain such policies in full force and as close as practicable effect and continue to honor Solstice’s obligations thereunder. From and after the Effective Time, the Company shall purchase a five-year (measured from will guarantee the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms obligations of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Solstice Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.14(a).

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate Certificate of incorporationIncorporation, bylaws Bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company arising out of or pertaining to matters existing or occurring at or prior to the Effective Time and for acts or omissions existing or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)) whether asserted or claimed prior thereto, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate Certificate of incorporation Incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are, which in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions shall not be amended, repealed or otherwise modified during such six-year period contained in any manner that would adversely affect the rights thereunder current Certificate of any Indemnified Party. After Incorporation and bylaws of the Company Stockholder Approval has been obtained and as close as practicable (c) cause to be maintained, for a period of three years after the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' Company (provided that Buyer (or any successor thereto) may substitute therefor one or more policies of at least the same coverage and officers' liability insurance policy amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Buyer be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400150% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred annual premiums currently paid by the Indemnified Parties in enforcing Company for such insurance; and, provided further that if the indemnity and other obligations provided annual premiums of such insurance coverage exceed such amount, Buyer shall obtain a policy with the greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third third-party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.6).

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

Directors’ and Officers’ Indemnification and Insurance. Following (a) For the Effective Timeperiod of six years from and after the Closing Date, Buyer the Partnership shall (ai) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Star LLC (in all of their capacities) (the "Indemnified “Covered Parties"”) (a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the Table of Contents date of this Agreement agreement by the Company Partnership pursuant to the Company's certificate of incorporation, bylaws Original Partnership Agreement and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company for acts or omissions occurring at or prior Star LLC and (B) without limitation to clause (A), to the Effective Time fullest extent permitted by Applicable Law, (ii) to the extent permissible under then Applicable Law in effect at the time, include and cause to be maintained in effect in the Partnership’s (or any successor’s) agreement of limited partnership and bylaws, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Original Partnership Agreement and (iii) cause to be maintained for a period of six years after the Closing Date the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) maintained by the Partnership (provided that the Partnership (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Closing Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, further, that in no event shall the Partnership be required to expend in any one year more than the current annual premium expended by the Partnership to maintain or procure such D & O Insurance immediately prior to the Closing Date (b) include and cause such amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Partnership shall be obligated to be maintained in effect in obtain a policy with the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws greatest coverage available for a period of six years after cost not exceeding the Effective TimeMaximum Annual Premium. Alternatively, the provisions set forth Partnership may purchase a six-year “tail” prepaid policy covering liabilities arising from facts or events that occurred on or prior to the Closing Date (including acts and omissions occurring in connection with the Company's Certificate of Incorporation and Bylaws on the date approval of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees the transactions contemplated hereby) on terms and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable conditions no less advantageous to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties insured than the terms of such current insurance coverageD & O Insurance; provided, that in no event shall the cost Partnership be required to expend in excess of the Maximum Annual Premium. The Partnership shall consult with Kestrel as to its decision whether to maintain the D&O or to secure such reporting tail “tail” coverage and keep Kestrel informed throughout the process. If such “tail” prepaid policy has been obtained by the Partnership prior to the Closing Date, (i) the Partnership shall not exceed 400% of be obligated to maintain D & O Insurance as described above, and (ii) the current annualized costs of all the Company's directors' Partnership shall maintain such “tail” policy in full force and officers' liability insurance policies effective during the period from January 31effect, 2002 for its full term, and continue to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other honor their respective obligations provided for in this Section 6.6thereunder. The obligations of Buyer the Partnership under this Section 6.6 5.17 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies Covered Party without the consent of such affected indemnitee Covered Party (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies Covered Parties shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 5.17. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 6.6 5.17, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether an indemnified party’s conduct complies with the applicable standard of conduct which governs the availability of such indemnification shall be binding in all successors made by independent legal counsel selected by the indemnified party and assigns of Buyer and reasonably acceptable to the Surviving Corporation)Partnership.

Directors’ and Officers’ Indemnification and Insurance. Following a. For six years after the Effective Time, Buyer Time Autumn shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past the present and present former directors, officers and employees of the Company (Spring and its Subsidiaries and of Spring nominated directors of joint ventures in all of their capacities) which Spring and/or its Subsidiaries directly or indirectly participate (the "“Indemnified Parties") Persons”), in each case to the same extent such individuals Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company Spring pursuant to the Company's certificate Spring’s or its Subsidiaries’ articles of incorporation, bylaws and incorporation or any indemnification agreements, if any, in existence on the date hereof with, with any current or for the benefit of, any former directors, officers and employees of Spring and its Subsidiaries and of Spring nominated directors of joint ventures in which Spring and/or its Subsidiaries directly or indirectly participate, or (if greater) to the Company fullest extent permitted by Applicable Law, for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (bii) include purchase as of the Effective Time a tail policy to the current policy of directors’ and cause to officers’ liability insurance maintained by Spring which tail policy shall be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws effective for a period of from the Effective Time through and including the date six years after Completion with respect to claims arising from facts or events that occurred on or before the Effective Time, and which tail policy shall contain substantially the provisions set forth same coverage and amounts as, and contain terms and conditions no less advantageous to the persons covered than, in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Timeaggregate, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are coverage currently covered provided by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragepolicy; provided, that the cost in no event shall Autumn be required to pay an annualised premium, in excess of such reporting tail coverage shall not exceed 400250% of the annual premium currently paid by Spring for its current annualized costs policy of all the Company's directors' ’ and officers' ’ liability insurance policies effective during the period from January 31(which annual premiums are hereby warranted by Spring to be approximately USD 45,000); and provided, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesfurther, that may be incurred by if the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent premium of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Timeinsurance coverage exceeds such amount, (ii) the indemnitees to whom this Section 6.6 applies Autumn shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.