Indemnification; Liability Insurance. Each of the Holding Company and the Company agrees to indemnify you and hold you harmless to the maximum extent permitted by the Holding Company’s and Company’s charter and by-laws (as in effect on the date hereof and without regard for any adverse amendment or repeal hereafter that is not applicable to members of the Holding Company Board or the Board, as applicable). During the Term and at all times thereafter during which you may be subject to a liability to be indemnified under the preceding sentence, each of the Holding Company and the Company will cover you as an insured under any directors and officers liability insurance that insures its officers. This [Section 12] will survive any termination or expiration of this Agreement or termination of your employment.

Indemnification and Liability Insurance. The Company hereby agrees that the Executive shall be covered by any general liability insurance policy that other directors and officers of the Company are covered by and agrees to indemnify and defend the Executive and hold him harmless, both during the Term and thereafter, to the fullest extent permitted by law and under the bylaws of the Company against and in respect to any and all actions, suits, proceedings, appeals, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from the Executive’s good faith performance of his duties as a director or officer of the Company.

Liability Insurance and Indemnification. The Company represents and warrants that it has in place directors and officers liability insurance policies (the “D & O Insurance Policies”), naming Executive as an insured against any and all claims, actions, causes of action, lawsuits or investigations which could be brought against Executive in his capacity as Chief Executive Officer of the Company, subject only to the specific exclusions set forth in said policies, including without limitation, any exclusion for fraud, willful misconduct, or misrepresentation. For the period of time for which Executive is an employee of the Company, Company shall maintain these policies and timely pay all premiums due under these policies. The Company shall acquire such “tail” or other policies of insurance to continue the coverage of Executive, should he no longer be employed by the Company to cover any subsequent claims, actions, lawsuits, causes of action or investigations brought against Executive while in the capacity of Chief Executive Officer of the Company. The Company shall indemnify and hold Executive harmless from any action, claim, lawsuit, cause of action or investigation brought against Executive as the Chief Executive Officer of the Company, regardless of whether the D & O Insurance Policies are in place, and regardless of whether Executive has left the employ of the Company as Chief Executive Officer or otherwise. This agreement by the Company to indemnify and hold Executive harmless shall include the Company’s obligation to pay all damages, injuries and penalties incurred by Executive or against Executive, and Executive’s costs and reasonable attorneys’ fees. This agreement to indemnify and hold harmless shall not apply if and only if Executive is convicted of a felony which is affirmed on appeals or is not appealed, or is found guilty, by final verdict, of fraud or willful misconduct.

Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors’ and officers’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

Liability Insurance. For the duration of Indemnitee's service as [a director][an officer] of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors' and officers' liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company's current policies of directors' and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's directors, if Indemnitee is a director, or of the Company's officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials.

Indemnification: Liability Insurance. The Company agrees to indemnify you and hold you harmless to the extent permitted under the Company’s charter and by-laws. During the Term and at all times thereafter during which you may be subject to a liability to be indemnified under the preceding sentence, the Company will cover you as an insured under any directors and officers liability insurance that insures its officers. This Section 12 will survive any termination or expiration of this Agreement or termination of your employment.

The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages (collectively, “Claims”) resulting from the good faith performance of her assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for her acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of her assigned duties and responsibilities. The obligations and limits contained in this Section 9 will survive the termination of Employee’s employment with the Company.

Indemnification; Liability Insurance. Each of the Holding Company and the Bank agrees to indemnify you and hold you harmless to the maximum extent permitted by the Holding Company’s and Bank’s charter and by-laws (as in effect on the date hereof and without regard for any adverse amendment or repeal hereafter that is not applicable to members of the Holding Company Board or the Bank Board, as applicable). During the Term and at all times thereafter during which you may be subject to a liability to be indemnified under the preceding sentence, each of the Holding Company and the Bank will cover you as an insured under any directors and officers liability insurance that insures its directors and officers. This [Section 12] will survive any termination or expiration of this Agreement or termination of your employment.

Indemnification; Liability Insurance. Nothing in this Agreement releases, waives or otherwise affects your rights pertaining to advancement or indemnification pursuant to applicable law and the Company’s Certificate of Incorporation and Bylaws or your reimbursement under any applicable directors and officers liability insurance policy, subject to the terms and conditions thereof.

Indemnification and Liability Insurance. The Executive shall be treated in a manner comparable to that of the Company’s other senior executives with respect to indemnification and liability insurance (as outlined in the separate Indemnification Agreement).