Common use of IN WITHESS WHEREOF Clause in Contracts

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED By: By: ----------------------------- ----------------------------- Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx Xxxcx, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement of Merrill Lynch & Co., Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx ("Mexxxxx Lynch") to advisx xxx xsxxxx the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "Agxxxxxxx"), xx the event that Merrill Lynch becomes xxxxxxed xx xny capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxx, in xxx event that Merrill Lynch becomes xxxxxxed xx any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxh. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxd, xx the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform financial services bears to the fees paid to Merrill Lynch under the Xxxxxxxnx; xxovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxs, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxnt. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxx. The Company shall not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith Incorporxxxx, any xx xts affiliates, each other person, if any, controlling Merrill Lynch or any of xxx xxxixxxxxs, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtes, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxx. Xxxx Xxxxmnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. By: ----------------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED By --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX MANAGEMEXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX FEXXXX & SMITH INCORPORATED By: By: ----------------------------- ----------------------------- Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT INDEMXXXXXXXIXX XXREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx XxxcxMerrixx Xxxxh, XxerceXxxrce, Fxxxxx Fexxxx & Smith Xxxxxporxxxx North Xxxxxxoraxxx Xorth Tower, World Finanxxxx Financxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement of Merrill Lynch & Co., Mexxxxx XyxxxMerxxxx Xxnxx, PierceXierce, Xxxxxx Fxxxxx & Smith Incorporaxxx Incorporatxx ("Mexxxxx Merxxxx Lynch") to advisx advise xxx xsxxxx the xxsxxx xhe undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "AgxxxxxxxAgrxxxxxx"), xx the event that Merrill Lynch becomes xxxxxxed xxxxxxxd xx xny xxy capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx to xxx xuxxxxx xxlxxxx extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxxadditxxx, in xn xxx event xvent that Merrill Lynch becomes xxxxxxed xxxxxxxd xx any xny capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx legxx xxx xxxxx oxxxx expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxhconnectixx xxxrxxxxx. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxdothxx xxxx, xx the xhe matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform rexxxxxx tx xxxform financial services bears to the fees paid to Merrill Lynch under the XxxxxxxnxAxxxxxxxt; xxovidedxxxvided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx liabxx xxx xxxxxslxxxxx, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx to xxx XgxxxxxntXxrxxxxxt. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxxhxxx. The Company shall not be liable under this Indemnification Agreement to Merrill Lynch regardixx regardinx xxx xxxxxement sxxxxxment or compromise or consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr xxxxxxxixx xx consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx actuax xx pxxxxxial xoxxxxxal party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising xxxxxxxty xxxsing out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx purposxx xx txxx Xndemnification xhxx Xxdemnification Agreement, Merrill Lynch shall incxxxx Xexxxxx inclxxx Xxrxxxx Lynch & Co., Mxxxxxx LxxxxMexxxxx Lyxxx, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxIncorporaxxx, any xx xts xxs affiliates, each other person, if any, controlling Merrill Lynch or any of xxx xxxixxxxxsixx xxxxlxxxxx, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtesxxfxxxxxes, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx engagemxxx xxxxx xxx Agreement Xgreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices performxxx xxe xxxxxces that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Merrill Lynch be entitled xx xxdxxxxxication by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 6 of the Purchase Agreement (as defined in the Agreement). THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION XXXIXXXXXION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTYINDXXXXXXXD XXXTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL COMXXXX XXIXXX XLL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxengagemxxx. Xxxx Xxxxmnification Xxxxxnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX MANAGEMEXX XXX. By: ----------------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCXMERRIXX XXXXH, XXERCEXXXRCE, FXXXXX FEXXXX & SMITH INCXXXXXATED XNCOXXXXXTED By --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH XXXXXXXX & XXXXXXXX INCORPORATED XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: _____________________________ By: ----------------------------- ----------------------------- _____________________________ Name: Name: Title: Title: MERRILL LYNCH XXXXXXX XXXXX & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT [ ], 2002 Merrill Lynch 2003 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North TowerXxxxx Incorporated Xxxxx Xxxxx, World Finanxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27[ ], 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. XXXXXXXX & XXXXXXXX INCORPORATED By: ----------------------------- ______________________ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- ______________________ Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXXCLAYMORE ADVISORS, LLC XXXXXXX XXXXX & ASSOCIATES, INC. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED By: By: ----------------------------- ----------------------------- ------------------------ -------------------------- Name: Name: Title: Title: MERRILL LYNCH XXXXXXX XXXXX & COASSOCIATES, INC. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT [ ] [ ], 2002 Merrill Lynch 2006 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxAssociates, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxInc. Ladies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co.Associates, Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx Inc. ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Additional Compensation Agreement dated September 27[ ] [ ], 2002 2006 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx' prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co.Associates, Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith IncorporxxxxInc., any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx' engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx' engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. CLAYMORE ADVISORS, LLC By: ----------------------------- ------------------------ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & COASSOCIATES, INC. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED By --------------------------- ------------------------ Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH XXXXXXXX & XXXXXXXX INCORPORATED XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxxxxx By: ----------------------------- ----------------------------- /s/ Xxxxxxx Xxxx _____________________________ _____________________________ Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxx Title: President Title: MERRILL LYNCH First Vice President XXXXXXX XXXXX & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT August 29, 2002 Merrill Lynch 2003 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxx Incorporated 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27August 29, 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. XXXXXXXX & XXXXXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxxxxx ----------------------------- Name: Xxxxxx X. Xxxxxxxx Title: President Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- /s/ Xxxxxxx Xxxx ---------------------------- Name: Xxxxxxx Xxxx Title:: First Vice President

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED By: By/s/ Peter E. Sundman Xy: /s/ A. Lowenthal ----------------------------- ----------------------------- ------------------------- Name: Peter E. Sundman Name: Title: President Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx Xxxcx, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement of Merrill Lynch & Co., Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx ("Mexxxxx Lynch") to advisx xxx xsxxxx the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "Agxxxxxxx"), xx the event that Merrill Lynch becomes xxxxxxed xx xny capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxx, in xxx event that Merrill Lynch becomes xxxxxxed xx any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxh. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxd, xx the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform financial services bears to the fees paid to Merrill Lynch under the Xxxxxxxnx; xxovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxs, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxnt. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxx. The Company shall not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith Incorporxxxx, any xx xts affiliates, each other person, if any, controlling Merrill Lynch or any of xxx xxxixxxxxs, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtes, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices that are the subject of the Agreement. Not withstanding any provision contained herein, in no event shall Merrill Lynch be entitlex xx xnxxxxxfication by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 6 of the Purchase Agreement (as defined in the Agreement). THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxx. Xxxx Xxxxmnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. By: /s/ Peter E. Sundman ----------------------------- Name: Peter E. Sundman Title: President Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED By /s/ A. Lowenthal --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED PIMCO ADVISORS FUND MANAGEMENT LLC [Qualifying Underwriter] By: By: ----------------------------- ----------------------------- ---------------------------------- ------------------------------- Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27By: ------------------------------- Name: Title: Indemnification Agreement August __, 2002 Merrill Lynch & Co. Merrxxx Xxxcx, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx2003 Qualifying Underwriter [ ] Ladies and Gentlemen: In connection with the engagement of Merrill Lynch & Co., Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx _____________ ("Mexxxxx LynchQualifying Underwriter") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27August __, 2002 2003 between the Company and Merrill Lynch Qualifying Underwriter (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Qualifying Underwriter becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Qualifying Underwriter harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchQualifying Underwriter. In addixxxxaddition, in xxx the event that Merrill Lynch Qualifying Underwriter becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Qualifying Underwriter for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Qualifying Underwriter in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchQualifying Underwriter, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Qualifying Underwriter has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Qualifying Underwriter under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Qualifying Underwriter is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Qualifying Underwriter pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchQualifying Underwriter, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Qualifying Underwriter is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Qualifying Underwriter's prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Qualifying Underwriter shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith Incorporxxxxinclude Qualifying Underwriter, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Qualifying Underwriter or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Qualifying Underwriter nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill LynchQualifying Underwriter's engagexxxx xxxxx xxx engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Qualifying Underwriter in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Qualifying Underwriter be entitled to indemnification by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under the Purchase Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH QUALIFYING UNDERWRITER CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH QUALIFYING UNDERWRITER OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH QUALIFYING UNDERWRITER AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill LynchQualifying Underwriter's engagexxxxengagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. PIMCO ADVISORS FUND MANAGEMENT LLC By: ----------------------------- ------------------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED [Qualifying Underwriter] By --------------------------- ------------------------------- Name: Title: By: ------------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED By: By/s/ Peter E. Sundman Xx: /s/ A. Lowenthal ----------------------------- ----------------------------- Name: NamePeter E. Sundman Xxme: Title: President Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx Xxxcx, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement of Merrill Lynch & Co., Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx ("Mexxxxx Lynch") to advisx xxx xsxxxx the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "Agxxxxxxx"), xx the event that Merrill Lynch becomes xxxxxxed xx xny capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxx, in xxx event that Merrill Lynch becomes xxxxxxed xx any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxh. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxd, xx the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform financial services bears to the fees paid to Merrill Lynch under the Xxxxxxxnx; xxovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxs, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxnt. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxx. The Company shall not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith Incorporxxxx, any xx xts affiliates, each other person, if any, controlling Merrill Lynch or any of xxx xxxixxxxxs, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtes, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Merrill Lynch be entitlex xx xnxxxxxfication by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 6 of the Purchase Agreement (as defined in the Agreement). THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxx. Xxxx Xxxxmnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. By: /s/ Peter E. Sundman ----------------------------- Name: Peter E. Sundman Title: President Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED By /s/ A. Lowenthal --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXXMANAGEMENT INC. MERRILL LYNCH & CO. MERRILL LYNCHXXXXXLX XXXCH, PIERCE, FXXXXX FENNER & SMITH INCORPORATED By: ByXy: ----------------------------- ----------------------------- Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT INDEMNIFICATION AGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx XxxcxMerrill Lynch, XxercePierce, Fxxxxx Fenner & Smith Xxxxxporxxxx North TowerXxcxxxxxated Noxxx Xxxer, World Finanxxxx Xxxxxx Financxxx Xxntex Xxx XxxxYork, Xxx Xxxx 00000 New York 10080 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement Xx xxxxxxxxxx xxxx xxx xxxxxxxxnt of Merrill Lynch & Co., Mexxxxx XyxxxMerrill Lynch, Pierce, Xxxxxx Fenner & Smith Incorporaxxx Inxxxxxxxtxx ("Mexxxxx LynchMerrill Xxxxx") to advisx xxx xsxxxx the undersigned advise and asxxxx xhe xxxxxsigned (together with its affiliates xxxx xtx xxxiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch becomes xxxxxxed xx xny Xxxxx bexxxxx involved in any capacity in any claim, suitxxxx, actionxxxxon, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against xxxx xxx xgainst any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxxaddition, in xxx the event that Merrill Lynch becomes xxxxxxed xx Lyncx xxxxmex xxvolved in any capacity in any Proceeding in connection Proxxxxxxx xx xxnnection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation cxxx xx axx xxvestigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to indemnificatiox xxxx nxx xx be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement xx xxx Xxxxement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees bxxxx xx xxx xees paid to Merrill Lynch under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall sxxxx the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and liaxxxxxxxs xxx expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined xx xxtxxxxxed by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxxother hand. The Company shall not be liable xx xixxxx under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement regarding any settlement or compromise or consent to xxxxxxt xx the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr compromise or consent to the entry of any judgment xxx xxxgxxxx with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial actual or potential party thereto), unless such settlementunlxxx xxxh xxxtlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising liability arising out of such Proceeding and Proceexxxx xxd (iixx) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification purposes of this Indemnification Agreement, Xxxxxxl Xxxxh shall include Merrill Lynch shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Merrill Lxxxx, PiercePxxxxx, Xxxxxr Fenner & Smith IncorporxxxxSmitx Xxxxxpoxxxxx, any xx xts affiliatesof xxx xffiliates, each other personotxxx xxrson, if xx any, controlling Merrill Lynch or any of xxx xxxixxxxxsits affiliates, their respective officersofficxxx, current xuxxxxx and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling exxxxxxxs xx xontrolling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx engagement under the Agreement or any matter referred to mattex xxxxxxxx xx in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices performing the services that are the subject xx xxx Axxxxxent. Notwithstanding any provision contained herein, in no event shall Merrill Lynch be entitled to indemnification by the Company hxxxxxxxr xxxx and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 6 of the Purchase Agreement (as defined in the Agreement). THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE PEXXXXXX SXXXXXE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX LYNCX XXX XHX XXXPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING XX XXX XXXXXEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxengagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed xxx xx xxxxxxxx in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXXMANAGEMENT INC. ByBx: ----------------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCXMERRILL LYNCH, XXERCEPIERCE, FXXXXX FENNER & SMITH INCXXXXXATED By XXXORPORATXX Xx --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. PIMCO ADVISORS FUND MANAGEMENT LLC MERRILL LYNCH & CO. MERRILL LYNCHXXXXX, PIERCEPXXXXX, FXXXXX FENNER & SMITH INCORPORATED ByIXXXXXXRATXX Xy: By: ----------------------------- ----------------------------- ------------------------------- ------------------------------ Name: Name: Title: Title: MERRILL LYNCH Merrill Lynch & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27Co. Indemnification Agreement December 24, 2002 Merrill Lynch & Co. Merrxxx XxxcxMerrill Lynch, XxercePierce, Fxxxxx Fenner & Smith Xxxxxporxxxx Xxxxxxxrxxxx North TowerTxxxx, World Finanxxxx Xxxxxx Xxx Xorld Financial Cxxxxx New Xxxx, Xxx Xxxx 00000 Xxxxxx New York 10080 Ladies xxx Xxxxxxxxx: In connection with the engagement of Merrill Xx xxxxxxxxxx xxxx xxx xxxxxxxxxx xx Xxxrill Lynch & Co., Mexxxxx XyxxxMerrill Lynch, Pierce, Xxxxxx Fenner & Smith Incorporaxxx Incorporatex ("Mexxxxx LynchXxxrxxx Xynch") to advisx xxx xsxxxx tx xxxxxe and assist the undersigned xxxxxsigxxx (together with its affiliates itx xxxxxixxxx and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27December 24, 2002 between the Company and Merrill Lynch (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch becomes xxxxxxed xx xny becomxx xxxxlxxx xn any capacity in any claim, suit, actionactxxx, proceedingxxoxxxxxng, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any anx xxxxxsx xxx losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill Lynch. In addixxxxaddition, in xxx the event that Merrill Lynch becomes xxxxxxed xx any inxxxxxx ix xxx capacity in any Proceeding in connection with coxxxxxxxn xxxx any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation xxx xxxexxxxxtion and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available nox xx xx xxxxxable for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or Axxxxxxxt xx (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid xxx xxex xxxd to Merrill Lynch under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute thx Xxxxxnx xxxtribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in axx xxxxnxxx xn excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference deterxxxxx xy xxxxrence to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of settle any judgment with respect to any Proceeding in respect Procxxxxxx ix xxxpect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Merrill Lynch is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the withxxx Xxxrxxx Xynch's prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynchconsent. For purpoxxx xx txxx Xndemnification Agreementpurposes of this Indemnificxxxxx Xxxxxxxxx, Merrill Lynch shall incxxxx Xexxxxx include Merrill Lynch & Co., Mxxxxxx LxxxxMerrill Lynch, Pierce, Xxxxxr & Smith IncorporxxxxXxith Incorporatex, any xx xts affiliatesxxx ox xxx affiliaxxx, each xxch other person, if anyxx xxy, controlling xxxxxolling Merrill Lynch or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former curxxxx xxd xxxxer directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling xx xxxxrxxxxxg persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx engagement under the Agreement or any matter referred to in the Agreementxx xx xxx Xxxxxment, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices performing the services that are the subject of the Axxxxxxxt. Notwithstanding any provision contained herein, in no event shall Merrill Lynch be entitled to indemnification by the Company hereunder xxxx xxd xxxxnst any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under the Purchase Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH XXXXXXX XXXX RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX XXXXXXX XXXXXS ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR XXXXXXDXXX XR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxengagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or execxxxx xx xxx xx more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. PIMCO ADVISORS FUND MANAGEMENT LLC By: ----------------------------- ------------------------------ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCXMERRILL LYNCH, XXERCEPIERCE, FXXXXX FENNER & SMITH INCXXXXXATED XXXXXXXRXXXX By --------------------------- Name------------------------------- Xxme: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH Advent Capital Management, LLC XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: _____________________________ By: ----------------------------- ----------------------------- _____________________________ Name: Name: Title: Title: MERRILL LYNCH XXXXXXX XXXXX & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT [ ], 2002 Merrill Lynch 2003 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North TowerXxxxx Incorporated Xxxxx Xxxxx, World Finanxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27[ ], 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. Advent Capital Management, LLC By: ----------------------------- ______________________ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- ______________________ Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH XXXXXXXX & XXXXXXXX INCORPORATED XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: _________________________________ By: ----------------------------- ----------------------------- _________________________________ Name: Name: Title: Title: MERRILL LYNCH XXXXXXX XXXXX & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT [ ], 2002 Merrill Lynch 2003 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North TowerXxxxx Incorporated Xxxxx Xxxxx, World Finanxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27[ ], 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. XXXXXXXX & XXXXXXXX INCORPORATED By: ----------------------------- __________________________ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- __________________________ Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH WESTERN ASSET MANAGEMENT COMPANY XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: By: ----------------------------- ----------------------------- Name: Name: Title: Title: MERRILL LYNCH XXXXXXX XXXXX & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27INDEMNIFICATION AGREEMENT , 2002 Merrill Lynch 2003 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxx Incorporated 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Additional Compensation Agreement dated September 27, 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the bad faith, gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx reasonable legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform financial services Agreement bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information Information (as defined in the Agreement) provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the bad faith, gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. This Indemnification Agreement shall in no way limit or modify the terms of, or the obligations of either party pursuant to, the Purchase Agreement. Notwithstanding any provision contained herein, in no event shall Xxxxxxx Xxxxx be entitled to indemnification from the Company hereunder from and against any liens, claims, damages, liabilities or expenses in respect of which indemnify may be sought under the Purchase Agreement. Notwithstanding the foregoing or anything to the contrary herein, the Company's indemnification obligations shall not apply to any losses, claims, damages, liabilities or expenses (including legal expenses) arising out of or relating to limitations on or the reasonableness or characterization of the compensation payable by the Company under the Agreement, including as a result of any violation of applicable rules of the National Association of Securities Dealers, Inc. or other applicable law. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY SUCH PARTY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY SUCH PARTY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxthe Agreement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. WESTERN ASSET MANAGEMENT COMPANY By: ----------------------------- ----------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- ---------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FXXXXX & SMITH INCORPORATED By: By/x/ Peter E. Sundman Xx: /s/ A. Lowenthal ----------------------------- ----------------------------- Name: NamePeter E. Sundman Xxxe: Title: President Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch & Co. Merrxxx Xxxcx, Xxerce, Fxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx Xxxxxxxxx: In connection with the engagement of Merrill Lynch & Co., Mexxxxx Xyxxx, Pierce, Xxxxxx & Smith Incorporaxxx ("Mexxxxx Lynch") to advisx xxx xsxxxx the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27, 2002 between the Company and Merrill Lynch (the "Agxxxxxxx"), xx the event that Merrill Lynch becomes xxxxxxed xx xny capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch harmless tx xxx xuxxxxx extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted from the gross negligence or willful misconduct of Merrill Lynch. In addixxxx, in xxx event that Merrill Lynch becomes xxxxxxed xx any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch for its lexxx xxx xxxxx expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch in connectxxx xxexxxxxh. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill Lynch, on the otxxx xxxd, xx the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch has been rxxxxxxx xx xxrform financial services bears to the fees paid to Merrill Lynch under the Xxxxxxxnx; xxovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch is not liaxxx xxx xxxxxs, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch pursuant tx xxx Xgxxxxxnt. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill Lynch, on the xxxxx xxxx. The Company shall not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the prior written consent of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch shall incxxxx Xexxxxx Lynch & Co., Mxxxxxx Lxxxx, Pierce, Xxxxxr & Smith Incorporxxxx, any xx xts affiliates, each other person, if any, controlling Merrill Lynch or any of xxx xxxixxxxxs, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch nor any of xxx xfxxxxxtes, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted from the gross negligence or willful misconduct of Merrill Lynch in perforxxxx xhe xxxxices that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Merrill Lynch be entitlex xx xxdxxxxxication by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 6 of the Purchase Agreement (as defined in the Agreement). THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTY. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxx. Xxxx Xxxxmnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. By: /s/ Peter E. Sundman ----------------------------- Name: Peter E. Sundman Title: President Accepted and agreed to as of the date first above written: MERRILL LYNCH & CO. MERRXXX XXXCX, XXERCE, FXXXXX & SMITH INCXXXXXATED By /s/ A. Lowenthal --------------------------- Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH AEW MANAGEMENT AND ADVISORS, X.X. XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: _____________________________ By: ----------------------------- ----------------------------- _____________________________ Name: Name: Title: Title: MERRILL LYNCH Xxxxxxx Xxxxx & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27Co. Indemnification Agreement [ ], 2002 Merrill Lynch Xxxxxxx Xxxxx & Co. Merrxxx XxxcxXxxxxxx Lynch, XxercePierce, Fxxxxx Xxxxxx & Smith Xxxxxporxxxx North TowerXxxxx Incorporated Xxxxx Xxxxx, World Finanxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27[ ], 2002 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the bad faith, gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the bad faith, gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. THIS This INDEMNIFICATION AGREEMENT AND ANY CLAIMAgreement and any claim, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("CLAIMClaim"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by and construed in accordance with the laws of the State of New York. EXCEPT AS SET FORTH BELOWExcept as set forth below, NO CLAIM MAY BE COMMENCEDno Claim may be commenced, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORKprosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERSwhich courts shall have exclusive jurisdiction over the adjudication of such matters, AND THE COMPANY AND MERRILL LYNCH CONSENT TO XXX XXRXXXXXTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETOand the Company and Xxxxxxx Xxxxx consent to the jurisdiction of such courts and personal service with respect thereto. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTIONThe Company hereby consents to personal jurisdiction, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH OR ANY INXXXXXXXEX XXRTYservice and venue in any court in which any claim arising out of or in any way relating to this agreement is brought by anY third party against Xxxxxxx Xxxxx or any indemnified party. EACH OF MERRILL LYNCH AND THE COXXXXX XAXXXX ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Each of Xxxxxxx Xxxxx and the Company waives all right to trial by jury in any proceeding or claim (WHETHER BASED UPON CONTRACTwhether based upon contract, TORT OR OTHERWISEtort or otherwise) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENTarising out of or in any way relating to this Agreement. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECTThe Company agrees that a final judgment in any proceeding or claim arising out of or in any way relating to this agreement brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, BY SUIT UPON SUCH JUDGMENTby suit upon such judgment. This Indemnification Agreement shall in no way limit or modify the terms of, or the obligations of either party pursuant to, the Purchase Agreement dated as of November [25], 2002 among the Company, AEW Real Estate Income Fund, Xxxxxxx Xxxxx and the other parties thereto. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. AEW MANAGEMENT AND ADVISORS, L.P. By: ----------------------------- :____________________________ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED By --------------------------- XXXXX INCORPORATED By______________________ Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: By: ----------------------------- ----------------------------- Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch Xxxxxxx Xxxxx & Co. Merrxxx XxxcxIndemnification Agreement May [ ], Xxerce2005 Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Fxxxxx Pierce, Xxxxxx & Smith Xxxxxporxxxx North Tower, World Finanxxxx Xxxxx Incorporated 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx Lynch"“Xxxxxxx Xxxxx”) to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "“Company"”) with the matters set forth in the Agreement dated September 27May [ ], 2002 2005 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "Agxxxxxxx"“Agreement”), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "“Proceeding"”) in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx’x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx’x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Xxxxxxx Xxxxx be entitled to indemnification by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under the Purchase Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("“CLAIM"”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx’x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC By: ----------------------------- Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED By --------------------------- XXXXX INCORPORATED By: Name: Title:

IN WITHESS WHEREOF. the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written. NEUBERGER BERMAN MANAGEMXXX XXX. MERRILL LYNCH PIMCO ADVISORS FUND MANAGEMENT LLC XXXXXXX XXXXX & CO. MERRILL XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SMITH XXXXX INCORPORATED By: By: ----------------------------- ----------------------------- -------------------------------- ------------------------------------ Name: Name: Title: Title: MERRILL LYNCH & CO. INDEXXXXXXXTXXX XGREEMENT --------------------------------------------- September 27, 2002 Merrill Lynch 5 Xxxxxxx Xxxxx & Co. Merrxxx XxxcxIndemnification Agreement August , Xxerce2003 ----- Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Fxxxxx Pierce, Xxxxxx & Smith Xxxxxporxxxx North TowerXxxxx Incorporated Xxxxx Xxxxx, World Finanxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx xxx XxxxxxxxxLadies and Gentlemen: In connection with the engagement of Merrill Lynch Xxxxxxx Xxxxx & Co., Mexxxxx XyxxxXxxxxxx Lynch, Pierce, Xxxxxx & Smith Incorporaxxx Xxxxx Incorporated ("Mexxxxx LynchXxxxxxx Xxxxx") to advisx xxx xsxxxx advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Agreement dated September 27August [__], 2002 2003 between the Company and Merrill Lynch Xxxxxxx Xxxxx (the "AgxxxxxxxAgreement"), xx in the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx xny involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch Xxxxxxx Xxxxx harmless tx xxx xuxxxxx to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Merrill LynchXxxxxxx Xxxxx. In addixxxxaddition, in xxx the event that Merrill Lynch Xxxxxxx Xxxxx becomes xxxxxxed xx involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Merrill Lynch Xxxxxxx Xxxxx for its lexxx xxx xxxxx legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by Merrill Lynch Xxxxxxx Xxxxx in connectxxx xxexxxxxhconnection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Merrill LynchXxxxxxx Xxxxx, on the otxxx xxxdother hand, xx in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Merrill Lynch Xxxxxxx Xxxxx has been rxxxxxxx xx xxrform retained to perform financial services bears to the fees paid to Merrill Lynch Xxxxxxx Xxxxx under the XxxxxxxnxAgreement; xxovidedprovided, that in no event shall the Company contribute less than the amount necessary to assure that Merrill Lynch Xxxxxxx Xxxxx is not liaxxx xxx xxxxxsliable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Merrill Lynch Xxxxxxx Xxxxx pursuant tx xxx Xgxxxxxntto the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Merrill LynchXxxxxxx Xxxxx, on the xxxxx xxxxother hand. The Company shall will not be liable under this Indemnification Agreement to Merrill Lynch regardixx xxx xxxxxement or compromise or consent to the entry of any judgment with respect to settle any Proceeding in respect of which indemnification or contribution indemnity may be sought hereunder (hereunder, whether or not the Company Xxxxxxx Xxxxx is an actual or potential party to such Proceeding) unless such settlement, compromise or judgment is consented to by the Company. The Company shall not, without the Xxxxxxx Xxxxx'x prior written consent consent. For purposes of Merrill Lynch, settle or xxxxxxmxxx xr consent to the entry of any judgment with respect to any Proceeding in respect of which indemnification or contribution could be sought under this Indemnification Agreement (whether or not Merrill Lynch is an actuxx xx pxxxxxial party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of Merrill Lynch from all xxxxxxitx xxising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Merrill Lynch. For purpoxxx xx txxx Xndemnification Agreement, Merrill Lynch Xxxxxxx Xxxxx shall incxxxx Xexxxxx Lynch include Xxxxxxx Xxxxx & Co., Mxxxxxx LxxxxXxxxxxx Lynch, Pierce, Xxxxxr Xxxxxx & Smith IncorporxxxxXxxxx Incorporated, any xx xts of its affiliates, each other person, if any, controlling Merrill Lynch Xxxxxxx Xxxxx or any of xxx xxxixxxxxsits affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither Merrill Lynch Xxxxxxx Xxxxx nor any of xxx xfxxxxxtesits affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Merrill Lynch's engagexxxx xxxxx xxx Xxxxxxx Xxxxx'x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Merrill Lynch Xxxxxxx Xxxxx in perforxxxx xhe xxxxices performing the services that are the subject of the Agreement. Notwithstanding any provision contained herein, in no event shall Xxxxxxx Xxxxx be entitled to indemnification by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under the Purchase Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND MERRILL LYNCH XXXXXXX XXXXX CONSENT TO XXX XXRXXXXXTION THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST MERRILL LYNCH XXXXXXX XXXXX OR ANY INXXXXXXXEX XXRTYINDEMNIFIED PARTY. EACH OF MERRILL LYNCH XXXXXXX XXXXX AND THE COXXXXX XAXXXX COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Merrill Lynch's engagexxxxXxxxxxx Xxxxx'x engagement. Xxxx Xxxxmnification This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Very truly yours, NEUBERGER BERMAN MANAGEMXXX XXX. PIMCO ADVISORS FUND MANAGEMENT LLC By: ----------------------------- ------------------------------------ Name: Title: Accepted and agreed to as of the date first above written: MERRILL LYNCH XXXXXXX XXXXX & CO. MERRXXX XXXCXXXXXXXX LYNCH, XXERCEPIERCE, FXXXXX XXXXXX & SMITH INCXXXXXATED XXXXX INCORPORATED By --------------------------- ----------------------------- Name: Title: