Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect for six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable law. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Party.

D&O Indemnification. (a) Purchaser hereby agrees From and after the Closing Date until six (6) years from the Closing Date, Buyer shall or shall cause the Company to indemnify, defend, hold harmless, and advance expenses to (to the extent consistent with the Company’s Organizational Documents as of the Closing Date), the individuals who on or prior to the Closing Date were directors or officers of the Company with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company at any time on or prior to the Closing Date. (b) Except as required by applicable Law, the certificates of incorporation, by-laws and all other organization documents of the Company shall not be amended, repealed or otherwise modified for a period of three (3) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, agents or employees of the Company or otherwise entitled to indemnification pursuant to the Company’s certificate of incorporation, by-laws or other Organizational Documents. (c) Buyer shall cause the Company to be maintained obtain with effect from the Closing Date and shall cause the Company to maintain in effect for six (6) years after the Effective Time "tail coverage" under Closing Date a “run-off” or “tail” directors’ and officers’ liability insurance policy to the Company's and current policy for the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions matters occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of Closing and having coverage limits in at least the same coverage amounts containing aggregate amount as provided in the current policy for such six (6)-year period and terms and conditions which are otherwise no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to indemnitees than the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess terms and conditions of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible current policy for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy. The provisions of this Section 4.6 are intended to be for the benefit of, the current premium amount paid and shall be enforceable by, each officer and director entitled to indemnification under this Section 4.6, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) contract or otherwise. From and after the Effective Time through the sixth anniversary of the Effective TimeClosing Date, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of Buyer hereby agrees that the Company or a Company Subsidiaryis the indemnitor of first resort (i.e., or trustee their obligations to such officers and directors are primary and any obligation of any benefit plan of secondary indemnitors to advance expenses or to provide indemnification for the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or same expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable law. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding officer or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated belowdirector are secondary), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Party.

D&O Indemnification. (a) Purchaser hereby agrees From and after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will fulfill and honor in all respects the obligations of the Company and each of its Subsidiaries to cause their respective present and former directors and officers (the “Indemnified Parties”) pursuant to any indemnification agreements with the Company or such Subsidiary made available to Parent and any indemnification or advancement provisions under the Company’s or such Subsidiary’s certificate of incorporation or bylaws (or equivalent organizational documents) as in effect on the Agreement Date with respect to their acts and omissions as directors and officers of the Company or such Subsidiary occurring prior to the Effective Time, in each case, subject to Applicable Legal Requirements. From and after the Effective Time, such obligations shall be maintained joint and several obligations of Parent and the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to advancement, exculpation and indemnification that are at least as favorable in the aggregate to the Indemnified Parties as those contained in the certificate of incorporation and bylaws of the Company (or equivalent organizational documents) as in effect on the Agreement Date, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that adversely affects the rights thereunder of the Indemnified Parties, unless such modification is required by Applicable Legal Requirements. (b) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall maintain in effect for the benefit of the Indemnified Parties with respect to their acts and omissions as directors and officers of the Company or any of its Subsidiaries occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company or any of its Subsidiaries as of the Agreement Date in the form made available by the Company to Parent prior to the Agreement Date (the “Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage, including a “tail” or “runoff” insurance policy, (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any substitute or “tail” policies) in excess of an amount equal to 300% of the most recently paid annual premium for the Existing D&O Policy (the “Maximum Premium”) and (iii) if requested by Parent, the Company shall issue a broker of record letter acceptable to Parent permitting Parent’s insurance broker to negotiate and place such “tail” or “runoff” insurance of comparable coverage, Parent shall have the right to negotiate such coverage and the Company shall reasonably cooperate therewith. In the event any future annual premiums for the Existing D&O Policy (or any substitute policies) exceed the Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute or “tail” policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. Notwithstanding the foregoing, if the Company in its sole discretion elects, by giving written notice to Parent at least two (2) Business Days prior to the Effective Time, in lieu of the foregoing insurance, the Company may purchase a comparable “tail” or “runoff” extension to the Existing D&O Policy for a period of six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal not to such maximum amount. Schedule 5.4(a) to exceed the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable lawMaximum Premium. (c) Any This Section 5.13 shall survive the consummation of the Merger, is intended to benefit each of the Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigationParties, shall promptly notify be binding on all successors and assigns of the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party Surviving Corporation and Parent and shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such be enforceable by each Indemnified Party and the Indemnifying Party shall his or her heirs and representatives, and may not be liable to such Indemnified Party for any legal expenses of other counsel amended, altered or any other expenses subsequently incurred by such Indemnified Parties in connection with repealed after the defense thereof, except that if Effective Time without the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an the affected Indemnified Party (provided that any amendment, alteration or repeal prior the Effective Time shall be governed by Section 7.4). If any Indemnified Party makes any claim for indemnification or advancement of expenses under this Section 5.13 that is denied by Parent and/or the Company or the Surviving Corporation, and a court of competent jurisdiction determines that the Indemnified Party is entitled to such indemnification or advancement of expenses, then Parent, the Company or the Surviving Corporation shall pay the Indemnified Party’s costs and expenses, including reasonable legal fees and expenses, incurred by the Indemnified Party in connection with pursuing his or her claims to the fullest extent permitted by law. (d) In the event Parent or the Surviving Corporation 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 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 be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume and succeed to the obligations set forth in this Section 5.13.

D&O Indemnification. (a) Purchaser hereby agrees to cause to Each of Parent and the Company agree that, except as may be maintained in effect limited by applicable Laws, for six (6) years from and after the Effective Time, the indemnification obligations set forth in the Company's or any Subsidiary's Certificate of Incorporation and the Company's By-Laws, in each case as of the date of this Agreement, shall survive the Merger as continuing obligations of the Surviving Corporation and shall not be amended, repealed or otherwise modified after the Effective Time "tail coverage" under in any manner that would adversely affect the Company's and rights thereunder of the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring individuals who on or at any time prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous Time were entitled to indemnification thereunder with respect to matters occurring prior to the Effective Time. (b) The Company shall maintain in effect, for three (3) years or until the applicable statute of limitations expires but in no event longer than four (4) years, from and after the Effective Time, directors' and officers' liability insurance policies covering the Persons who are currently covered persons provided that in their capacities as such substitution shall directors and officers (the "Covered Parties") by the Company's current directors' and officers' policies and on terms not result in any lapses in materially less favorable than the existing insurance coverage with respect to matters occurring on or prior to the Effective Time; provided, furtherhowever, that Purchaser shall not be required to pay a in the event the annual premium amount in excess for such coverage exceeds 100% of the maximum amount disclosed on Schedule 5.4(alast annual premium paid immediately prior to the date hereof by the Company for such coverage, the Surviving Corporation shall notify the Covered Parties who shall then elect as a group either (i) to allow the Purchaser Disclosure Schedule and if Purchaser is unable Surviving Corporation to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a an annual premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy 100% of the Company's current D&O Insurance Policy, the current last annual premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time immediately prior to the date hereof by the Company, or who becomes (ii) to seek coverage from another carrier, in which event the Surviving Corporation shall reimburse the Covered Parties the cost of such alternate coverage up to an amount equal to 100% of the last annual premium paid immediately prior to the Effective Time, a director, officer, employee or agent of date hereof by the Company or a Company Subsidiary, or trustee of for such coverage. (c) In the event that any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationinvestigation relating thereto or to the Transactions is commenced, whether civil, criminal, administrative before or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to after the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of Parties agree to cooperate and use their respective reasonable efforts to defend against and respond thereto. (d) Following the Effective Time, Parent shall cause the Surviving Corporation to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties perform its obligations under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable lawthis Section 6.06. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Party.

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect for For a period of six (6) years after the Effective Time "tail coverage" under Time, Purchaser agrees to use its reasonable best efforts to maintain in effect insurance coverage comparable to the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions covered thereunder and occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) 5.4 to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insuranceinsurance required by this Section 5.4, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) 5.4 to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, Policy and the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relatesinsurance. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together together, the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws Bylaws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws Bylaws of such entity, in each case as in effect on the date hereof, or under applicable law. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In Notwithstanding the provisions of Section 5.4(b), in the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Party.

D&O Indemnification. (a) Purchaser and Merger Sub hereby agrees to agree that for five (5) years after the Effective Time, Purchaser and the Surviving Corporation shall cause to be maintained in effect for six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective DateClosing; provided, however, that Purchaser the Surviving Corporation may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons persons, consistent with what is generally available in the marketplace, and provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser the Surviving Corporation shall not be required to pay a an annual premium amount in excess of 150% of the maximum amount disclosed on Schedule 5.4(a) last annual premium paid by the Company prior to the Purchaser date hereof (which premium is disclosed in the Schedule 5.10 to the Company Disclosure Schedule Schedule) and if Purchaser the Surviving Corporation is unable to obtain the insuranceinsurance required by this Section 5.10, Purchaser it shall obtain as much comparable insurance as possible for a an annual premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth fifth anniversary of the Effective Time, the Purchaser and Mid America First National (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a present director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan determined as of the Company or any Company Subsidiary, except for unaffiliated corporate trustees Effective Time (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative ("Costs"), arising out of matters involving the Company and the Bank (other than Costs which occur as a result of or arise out of the operations or business of the Kansas Branch, the North Carolina Branch or ▇▇▇▇▇▇▇▇▇▇ Wealth Management Company, and/or any Company Subsidiary ) existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of after the Effective Time, only and to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or was required by law or their respective Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws of such entity, in each case as in effect on the date hereof; provided, however, that all rights to indemnification in respect of any claim asserted or under applicable lawmade within such period shall continue until the final disposition of such claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b5.10(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not prejudice the Indemnifying Party. In the event of any such claim, action, suit, suit proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense the Indemnifying Party, and the Indemnifying Party shall pay pay, promptly as statements therefore are received, the reasonable fees and expenses to all of such counsel for an the Indemnified Party Parties (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counseljurisdiction); (ii) the Indemnified Parties will cooperate in the defense of any such matter; and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent consent. (d) The provisions of this Section 5.10 are intended to be for the benefit of, and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an be enforceable by, each Indemnified PartyPerson and his or her heirs, beneficiaries and representatives.

D&O Indemnification. (a) Purchaser hereby agrees Parent shall, to the fullest extent permitted by Law, cause the Surviving Company to be maintained honor all the Company’s obligations to indemnify (including all obligations to advance funds for expenses) the current or former (in each case, as of the First Effective Time) directors or officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for acts or omissions by such directors or officers occurring prior to the First Effective Time to the extent that such obligations of the Company exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws or individual indemnity agreements made available to Parent prior to the date hereof, and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with the terms of the Company Charter, the Company Bylaws and such individual indemnity agreements as of the date hereof for a period of not less than six (6) years after from the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the First Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From Prior to the First Effective Time, the Company shall obtain and fully pay (as a Transaction Expense) the premium for a non-cancelable “tail” policy extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for the benefit of each person covered by the directors’ and officers’ insurance policies of the Company in effect as of the date of this Agreement, for a claims reporting or discovery period of at least six (6) years from and after the First Effective Time through the sixth anniversary with respect to any claim related to any period of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the First Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable law. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event that Parent, the Company or the Surviving Company or any of any such claim, action, suit, proceeding their respective successors or investigation, assigns (i) the Indemnifying Party shall have the right to promptly consolidates with or merges into any other person and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel the continuing or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption surviving entity of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, Parent shall use reasonable best efforts to ensure that the successors and assigns of Parent, the Company or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.07. (d) The provisions of this Section 6.07 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Parties will cooperate Persons and their successors, assigns and heirs and (ii) in the defense of addition to, and not in substitution for, any other rights to indemnification or contribution that any such matter; (iii) the Indemnifying Party shall D&O Indemnified Person may have by contract or otherwise. This Section 6.07 may not be liable for any settlement effected amended, altered or repealed after the First Effective Time without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an the affected D&O Indemnified PartyPerson.

D&O Indemnification. (a) From and after the Closing until seven (7) years thereafter, (i) Purchaser hereby agrees will cause the Company to cause fulfill and honor the obligations of the Company pursuant to (A) the indemnification provisions of its Articles of Association as to be maintained in effect for six amended (6only to the extent required by this Section 8.10(a)) years after within 14 days from the Effective Time "tail coverage" under date hereof, and (B) the Company's D&O indemnification agreements to be entered into within 14 days from the date hereof with the present officers and directors of the Company Subsidiary's current policy (the “Indemnity Agreements”) listed in Schedule 8.10 hereto (the “ D&O Indemnitees”) in respect of officers' acts or omissions in the capacity of such persons as officers and directors' liability insurance , in each case, with respect to actions and claims arising out of acts or omissions occurring on at or prior to, and including the Closing, which Indemnity Agreements must be reasonably acceptable to Purchaser, and in any event may not cover claims in the aggregate that exceed the amount of the Run Off Policy, and (ii) unless and to the Effective Date; providedextent required by applicable Law, howeverPurchaser will not amend, repeal or modify (and will procure that no successor of Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that will amend repeal or modify) such substitution shall not result provisions in any lapses in coverage with respect to matters occurring on or prior to manner that would adversely affect the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess rights thereunder of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relatespersons. (b) From and after In addition, until the Effective Time through the sixth anniversary of the Effective TimeClosing, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or shall, subject to applicable Law, purchase a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees “tail” directors' and officers' liability insurance coverage (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document“Run Off Policy”) from a reputable insurer and By-laws to indemnify such Indemnified Parties on terms and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws amounts no less favorable than those of such entity, in each case as policy in effect on the date hereofof this Agreement, or under applicable lawwhich policy (i) has an effective insurance period of seven (7) years from the Closing Date, (ii) covers each of the natural persons who served as directors and/or officers and who were covered by the Company’s directors’ and officers’ liability insurance policy as of the date of this Agreement in respect of acts and/or omissions arising prior to the Closing Date and (iii) the cost of purchasing such Run Off Policy is no more than $300,000 (the amount actually used by the Company for this purpose being referred to herein as the “D&O Insurance Expenses”). (c) Any Indemnified Party wishing The provisions of this Section ‎8.10 shall survive the Closing and are (a) expressly intended to claim benefit each of the D&O Indemnitees, and (b) in addition to, and not in substitution for, any other rights to indemnification under Section 5.4(b), upon learning of or contribution that any such claim, action, suit, proceeding Person may have by contract or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Partyotherwise.

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect for six (6) years after From the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through until the sixth anniversary of the Effective Time, Purchaser Parent and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") Surviving Corporation, jointly and severally agree to severally, shall indemnify and hold harmless each person who is now or has been at any time prior harmless, to the date hereof fullest extent permitted under applicable Law, each present and former director or who becomes prior to the Effective Time, a director, officer, employee or agent officer of the Company or a Company Subsidiary(collectively, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), “Covered Persons”) against any costs Damages or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any claim, action, suit, proceeding an Action or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction transactions contemplated by this Agreement, whether asserted except that such indemnification and holding harmless shall not apply to any Damages or claimed prior to, at Liabilities of any Covered Person arising as a result of such Covered Person breaching or through failing to perform such Covered Person’s obligations under any agreement or other instrument entered into by any Covered Person with Parent in connection with the Transactions. From the Effective Time until the sixth anniversary of the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company to the fullest extent Covered Persons pursuant to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as Charter Documents in effect on the date hereofof this Agreement, with respect to claims arising out of acts or under applicable lawomissions occurring at or prior to the Effective Time which are asserted after the Effective Time. (cb) Any Indemnified Party wishing The provisions of this Section 4.9 are (1) intended to claim be for the benefit of, and shall be enforceable by, each Covered Person and their respective heirs, legal representatives, successors and assigns and (2) shall be in addition to, and not in substitution for, any other rights to indemnification under Section 5.4(b), upon learning of or contribution that any such claim, action, suit, proceeding person may have by contract or investigation, shall promptly notify the appropriate Indemnifying Party thereofotherwise. In the event of Parent or the Surviving Corporation or any such claim, action, suit, proceeding successor or investigation, assign (ix) the Indemnifying Party shall have the right to promptly consolidates with or merges into any other Person and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable the continuing or surviving corporation or entity in such consolidation or merger or (y) transfers all or substantially all of its properties and assets to such Indemnified Party for any legal expenses Person, then, and in each case, proper provision shall be made so that the successor and assign of other counsel Parent or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereofSurviving Corporation, except that if as the Indemnifying Party elects not tocase may be, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except honors the obligations set forth with respect to any settlement contemplated below)Parent or the Surviving Corporation, as the Indemnified Parties case may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm be, in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Partythis Section 4.9.

D&O Indemnification. (a) Purchaser hereby agrees The Company and Buyer agree that all rights to cause to be maintained in effect for six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on indemnification or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid exculpation by the Company to obtain such insurance now existing in favor of each present and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now former director or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent officer of the Company or a Company Subsidiary, or trustee of any benefit plan of (the “Indemnified Parties”) as provided in the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entityCompany Bylaws, in each case as in effect on the date of this Agreement, shall survive the Closing. No change to such indemnification or exculpation rights shall affect or reduce rights to indemnification or exculpation as in effect on the date of this Agreement. The indemnification and exculpation rights hereunder shall be considered contract rights and any amendments, repeals or modifications shall not be effective against the Indemnified Parties as of the date hereof. (b) In addition the Company will provide, for a period of six (6) years after the Closing, the coverage provided by the policies of directors and officers liability and fiduciary insurance most recently maintained by the Company (the “D&O Insurance”); provided, that the Company may substitute therefor policies that are no less favorable in any material respect than the Company’s existing D&O Insurance policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage, so long as such substitution does not result in gaps or under applicable lawlags in coverage with respect to matters occurring prior to the Closing; and provided, further, that the Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual aggregate premium paid by the Company for such insurance in fiscal year 2002, but in such case shall purchase as much such coverage as possible for such amount. (c) Any Indemnified Party wishing to claim indemnification under this Section 5.4(b)7.15 after the Closing, upon learning of any such claim, action, suit, proceeding or investigationinvestigation (a “Claim”), shall promptly notify the appropriate Indemnifying Party thereofCompany thereof (although the failure to so notify the Company shall not relieve the Company from any liability that the Company may have under this Section 7.15, except to the extent such failure actually prejudices the Company). In the event of any such claimClaim, action, suit, proceeding or investigation, (i) the Indemnifying Party Company shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party Company shall not be liable to such Indemnified Party for any legal expenses of other counsel incurred after the Company assumes such defense or any other expenses subsequently incurred by such Indemnified Parties Party in connection with the defense thereof, except that if the Indemnifying Party Company elects not to, to assume such defense or fails to promptly and timely assume such defensedefense within fifteen (15) days of receipt of notice, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below)if under the applicable standards of professional conduct no one law firm could represent the Company and the Indemnified Party, the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel reasonably satisfactory to him or her and the Company shall pay all reasonable fees and expenses of its own choosing to monitor such defense (with counsel for the Indemnified Party assuming promptly as statements therefor are received by the Company; provided, however, that (i) the Company shall not, in connection with any such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all expenses as a result of hiring such counsel); Indemnified Parties, (ii) the Company and the Indemnified Parties will cooperate in the defense of any such matter; matter and (iii) the Indemnifying Party Company shall not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably withheld or delayed; and (iv) provided, further, that the Indemnifying Party Company shall not make 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. The Company will not effect any settlement of which would impose any such claim without ongoing obligation upon an Indemnified Party (including, but not limited to, injunctive relief) absent the prior written consent of an the affected Indemnified Party. This Section 7.15 is intended to benefit the Company, the Buyer and the Indemnified Parties and their respective heirs, attorneys and estates, and shall be binding on all successors and assigns of the Company and the Buyer.

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect for six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any agreement of the Company in effect on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate immediately prior to the execution and delivery of this Agreement, and, until the sixth (6th) anniversary of the Effective Time, Purchaser Parent shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by applicable Law. (b) Without limiting the effect of Section 5.7(a), during the period commencing on the Closing Date and Mid America ending on the sixth (each an "Indemnifying Party" and together 6th) anniversary of the "Indemnifying Parties") jointly and severally agree to Effective Time, Parent shall indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "D&O Indemnified Parties"), Party against and from any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages or demands, damages, liabilities incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entity, in each case as in effect on the date hereof, or under applicable law. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigationinvestigation arises out of or pertains to any action or omission or alleged action or omission on the part of a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date but in any event prior to the Effective Time) that the Acquired Companies would have been permitted under applicable Law and their respective articles of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date and set forth on Schedule 5.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified Party. (c) Prior to the Closing, the Company shall promptly notify purchase a six year prepaid “tail policy” for directors’ and officers’ liability insurance, for the appropriate Indemnifying Party thereofbenefit of the D&O Indemnified Parties, which policy shall provide for the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the Agreement Date (the “D&O Policy”). In The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts to cause the Company to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent or its Affiliates of any such claimadditional premium or other amounts. (d) Parent and the Surviving Company jointly and severally agree to pay all reasonable expenses, actionincluding attorneys’ fees, suit, proceeding that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.7. (e) If Parent or investigation, the Surviving Company or any of the successors or assigns of Parent or the Surviving Company: (i) the Indemnifying Party shall have the right to promptly consolidate with or merge into any other Person and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable the continuing or surviving corporation or entity of such consolidation or merger; or (ii) shall transfer all or substantially all of its assets to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties Person, then proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company (as the case may be) shall assume all of the obligations set forth in connection with this Section 5.7(e). (f) This Section 5.7(f): (i) shall survive the defense thereof, except that if consummation of the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense Merger and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel)Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each D&O Indemnified Parties will cooperate in the defense of any such matterParty and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified PartySurviving Company.

D&O Indemnification. (a) Purchaser and Merger Sub hereby agrees to cause to be maintained in effect agree that for six (6) years after the Effective Time "tail coverage" under Time, Purchaser and the Surviving Corporation shall cause to be maintained in effect the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Closing Date; provided, however, that Purchaser or the Surviving Corporation may substitute therefor therefore policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser or the Surviving Corporation shall not be required to pay a an annual premium amount in excess of 200% of the maximum amount disclosed on Schedule 5.4(a) last annual premium paid by the Company and/or the Company Subsidiaries prior to the Purchaser date hereof (which premium is disclosed in Schedule 5.9 to the Company Disclosure Schedule Schedule) and if the Purchaser is and the Surviving Corporation are unable to obtain the insuranceinsurance required by this Section 5.9, Purchaser they shall obtain as much comparable insurance as possible for a an annual premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, the Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, Time a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees Subsidiary (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of after the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is or was permitted or required by law or their respective Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws of such entity, in each case as in effect on the date hereof, or under applicable law; provided, however, that all rights to indemnification in respect to any claim asserted or made within such period shall continue until the final disposition of such claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b5.9(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party except to the extent that such failure materially prejudices the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to promptly and timely assume assume, the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely timely, assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay pay, promptly as statements therefore are received, the reasonable fees and expenses to of all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld, and (iv) the Indemnifying Party shall not make any settlement of any such claim without the prior written consent of on an Indemnified Party, which consent shall not be unreasonably withheld. (d) Purchaser and Merger Sub expressly acknowledge any exculpation, indemnification, advancement of expenses and like obligations of the Company and Bank and any other Company Subsidiary contained in their respective Articles of Incorporation and Articles of Association, as the case may be, or By-Laws with respect to Indemnified Parties and hereby expressly agree to honor in accordance with their terms all such obligations. (e) If the Surviving Corporation or any of its successors or assigns or any entity which is subject to this Section 5.9 or any portion hereof (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, as a condition to such transaction proper provision shall be made so that the successors and assigns of the Surviving Corporation and each such continuing or surviving corporation and each such transferee and conveyee, as the case may be, shall expressly assume in writing, for the benefit of the persons entitled to the benefits of this Section 5.9, the obligations set forth in this Section 5.9. (f) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs, beneficiaries and representatives and are in addition to any other rights to indemnification or contribution or any similar rights (including, in each case and without limitation, the right to advancement of expenses) such person may have by law, contract or otherwise. Purchaser and/or the Surviving Corporation shall pay upon request all expenses, including reasonable attorneys fees and expenses that an Indemnified Party may incur in successfully enforcing its rights under this Section 5.9.

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect that for six (6) years after the Effective Time "tail coverage" under Time, Purchaser shall cause to be maintained in effect the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) $125,000 to the Purchaser Disclosure Schedule obtain such policy, and if the Purchaser is unable to obtain the insuranceinsurance required by this Section 5.4, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth (6th) anniversary of the Effective Time, the Purchaser shall, and shall cause and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") ), jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including including, without limitation, reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including including, without limitation, in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and By-laws Bylaws to indemnify such Indemnified Parties and in the manner most favorable to the Indemnified Parties to which it the Company or Company Subsidiary could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws Bylaws of such entity, in each case as in effect on the date hereof, or under subject to applicable law; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof, but the failure to so notify shall not relieve the Indemnifying Party except to the extent that 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) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), or, if there is any conflict of interest between Purchaser and the Indemnified Party, the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an the Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect that for six (6) years after the Effective Time "tail coverage" under Time, Purchaser shall cause to be maintained in effect the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a an annual premium amount in excess of 150% of the maximum amount disclosed on Schedule 5.4(a) last annual premium paid by the Company and/or the Company Subsidiaries prior to the Purchaser date hereof (which premium is disclosed in Schedule 5.4 to the Company Disclosure Schedule Schedule) and if Purchaser is unable to obtain the insuranceinsurance required by this Section 5.4, Purchaser shall obtain as much comparable insurance as possible for a an annual premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify and hold harmless each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate Articles of Incorporation (or other chartering document) and By-laws Bylaws of such entity, in each case as in effect on the date hereof, or under applicable law. All rights to indemnification in respect of or related to any cause or matter subject to indemnification asserted or claimed within such period shall continue until final disposition of such cause or matter. (c) Following the sixth anniversary of the Effective Time, the Indemnifying Parties jointly and severally agree that they shall, for an additional six (6) years, indemnify and hold harmless each of the Indemnified Parties against any costs or expenses, including reasonable attorneys fees, in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this Agreement, asserted or claimed after the sixth anniversary of the Effective Time and at or prior to the twelfth anniversary thereof; provided, however; such indemnification described in this Section 5.4(c) shall not exceed $500,000 in the aggregate (and the Indemnifying Parties shall not be responsible for any costs or expenses in excess of such amount) provided, further, that the Indemnifying Parties shall not be responsible to indemnify for the amount of any judgments, fines, losses, claims, damages or liabilities for which an Indemnified Party is held liable as a result of a claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, asserted or claimed subsequent to the sixth anniversary of the Effective Time. All rights to indemnification in respect of or related to any cause or matter subject to indemnification asserted or claimed within such period shall continue until final disposition of such cause or matter. (d) Any Indemnified Party wishing to claim indemnification under Section 5.4(b) or (c), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties Party in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties Party may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties Party will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Party.

D&O Indemnification. (a) Purchaser hereby agrees to cause to be maintained in effect for six (6) years after the Effective Time "tail coverage" under the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay a premium amount in excess of the maximum amount disclosed on Schedule 5.4(a) to the Purchaser Disclosure Schedule and if Purchaser is unable to obtain the insurance, Purchaser shall obtain as much comparable insurance as possible for a premium equal to such maximum amount. Schedule 5.4(a) to the Company Disclosure Schedule sets forth a copy of the Company's current D&O Insurance Policy, the current premium amount paid by the Company to obtain such insurance and the period of coverage to which such premium payment relates. (b) From and after the Effective Time through the sixth anniversary of the Effective Time, Purchaser and Mid America (each an "Indemnifying Party" and together the "Indemnifying Parties") jointly and severally agree to indemnify Parent shall indemnify, defend and hold harmless each person current or former director, officer or employee of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans or any Person who is now or has been was serving at the request of the Company or any time prior to the date hereof or who becomes prior to the Effective Time, of its Subsidiaries as a director, officer, trustee or employee or agent of another Person (each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the Company or a Company Subsidiary, or trustee of any benefit plan of date hereof and the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Parties")Effective Time, against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including in connection with the transaction contemplated by this AgreementContemplated Transactions, whether asserted or claimed prior to, at or through the sixth anniversary of after the Effective Time, in each case to the fullest extent to which the Company or the applicable Company Subsidiary such indemnification is permitted or required by law the Company’s or their respective Certificate such Subsidiary’s certificate or articles of Incorporation (incorporation, bylaws or other chartering document) and By-laws to indemnify such Indemnified Parties and in the manner to which it could indemnify such parties under the Certificate of Incorporation (or other chartering document) and By-laws of such entitysimilar organizational documents, in each case as made available to Parent. (b) Prior to the Effective Time, the Company shall obtain and fully pay the premium for the extension of the Company’s directors’ and officers’ liability insurance policy set forth on Schedule 6.4(b) (complete and accurate copies of which have been heretofore made available to Parent) (the “Existing D&O Policy”) in effect respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Existing D&O Policy for a period of six years after the Effective Time; provided that the Company shall not pay in the aggregate more than three hundred percent (300%) of the amount of the aggregate annual premium paid by the Company for the current policy term for such policy (which annual premium is set forth on Schedule 6.4 of the date hereofCompany Disclosure Schedules) (the “D&O Cap” ”). It is understood and agreed that if the aggregate premiums for the coverage set forth in this Section 6.4(b) would exceed the D&O Cap, or under applicable lawthe Company shall be obligated to pay for the maximum available coverage as may be obtained by the Company for such D&O Cap. (c) Any Indemnified Party wishing All rights to claim exculpation, indemnification under and advancement of expenses now existing in favor of the current or former directors and officers, as the case may be, of the Company or the Company’s Subsidiaries as provided in their respective articles of incorporation or bylaws or other organization documents shall survive the Merger and shall continue in full force and effect in accordance with their terms. (d) The provisions of this Section 5.4(b), upon learning 6.4 shall survive consummation of any such claim, action, suit, proceeding or investigation, shall promptly notify the appropriate Indemnifying Party thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnifying Party shall have the right to promptly and timely assume the defense thereof with counsel reasonably acceptable to such Indemnified Party Merger and the Indemnifying Party shall not Bank Consolidation and are intended to be liable to such for the benefit of, and will be enforceable by, each Indemnified Party for any Party, his or her heirs and his or her legal expenses representatives, each of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for an Indemnified Party (which may not exceed one firm in any jurisdiction for an Indemnified Party), and notwithstanding any assumption a third-party beneficiary of such defense by the Indemnifying Party, an Indemnified Party may retain counsel of its own choosing to monitor such defense (with the Indemnified Party assuming any and all expenses as a result of hiring such counsel); (ii) the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of an Indemnified Partythis Section 6.4.