INDEMNIFICATION AGREEMENT, AS AMENDED

(a)

“Approved Law Firm” shall mean any law firm (i) located in New York City, (ii) having 100 or more attorneys and (iii) rated "av" by ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Law Directory; provided, howev­er, that such law firm shall not, for a five-year period prior to the Indemnifiable Event, have been engaged by the Company, an Acquir­ing Person or Indemnitee.

(c)

“Change in Control” shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20 percent or more of the total voting power represented by the Company's then outstanding Voting Securities (such person being hereinafter referred to as an "Acquiring Person"), or (ii) during any 24-consecutive-month period, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (⅔) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80 percent of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

(d)

“Claim” shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemni­tee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, adminis­trative, investigative or other.

(e)

“Expenses” shall include attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participat­ing in (including on appeal), or preparing to defend, be a wit­ness in or participate in, any Claim relating to any Indemnifiable Event, together with interest, computed at the Company's average cost of funds for short-term borrowings, ac­crued from the date of incur­rence of such expense to the date Indemnitee receives reimburse­ment therefor.

(f)

“Indemnifiable Event” shall mean any event or occur­rence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation of any type or kind, domestic or foreign, partnership, joint ven­ture, trust, employee benefit plan or other enterprise, or by reason of any­thing done or not done by Indemnitee in any such capacity.  Without limitation of any indemnification provided hereunder, an Indemnitee serving (i) another corporation, part­nership, joint venture or trust of which 20 percent or more of the voting power or residual economic interest is held, directly or indirectly, by the Company, or (ii) any employee benefit plan of the Company or any entity referred to in clause (i), in any capacity shall be deemed to be doing so at the request of the Company.

(g)

“Reviewing Party” shall be (i) the Board of Directors acting by quorum consisting of directors who are not parties to the particular Claim with respect to which Indemnitee is seeking indemnification, or (ii), if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (A) the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 2 of this Agreement and in Section 721 of the BCL has been met by Indemnitee or (B) the shareholders upon a finding that Indemnitee has met the applicable standard of conduct referred to in clause (ii)(A) of this definition.

(h)

“Voting Securities” shall mean any securities of the Company which vote generally in the election of directors.

2.

Basic Indemnification Arrangement.  If Indemnitee was, is or becomes at any time a party to, or witness or other participant in, or is threatened to be made a party to, or witness or other par­ticipant in, a Claim by reason of (or arising in part out of) an In­demnifiable Event, the Company shall indemnify Indemnitee to the full­est extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Com­pany, against any and all Expenses, judgments, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all inter­est, assessments and other charges paid or payable in connection with, or in respect of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim.  If so requested by Indem­nitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").  Notwithstanding anything in this Agreement to the contrary, (i) Indem­nitee shall not be entitled to indemnification pursuant to this Agree­ment if a judgment or other final adjudication adverse to Indemnitee establishes that Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnifi­ca­tion pursuant to this Agreement in connection with any Claim initi­ated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the ini­tiation of such Claim.  

3.

Payment.  Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2 (which shall in no event be deemed to preclude any right to indemnification to which Indemnitee may be entitled under Section 723(a) of the BCL) shall be subject to the condition that the Reviewing Party shall have author­ized such indemnification in the specific case by having determined that Indemni­tee is permitted to be indemnified under the applicable standard of conduct set forth in Section 2 and applicable law.  The Company shall promptly call a meeting of the Board of Directors with respect to a Claim and agrees to use its best efforts to facilitate a prompt deter­mination by the Reviewing Party with respect to the Claim. Indemnitee shall be afforded the opportunity to make submissions to the Reviewing Party with respect to the Claim.  The obligation of the Company to make an Expense Advance pursuant to Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under Section 2 and applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to the full extent required by paragraph (a) of Section 725 of the BCL to reimburse the Company) for all such amounts theretofore paid; provided, however, that if ▇▇▇▇▇▇▇▇▇▇ has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal there­from have been exhausted or lapsed).  If there has been no determina­tion by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of New York having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding.  Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

4.

Change in Control.  If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 723(b) of the BCL shall be made pursuant to subparagraph (1) or (2)(A) of such Section 723(b) and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (in­cluding, but not limited to, any opinion to be rendered pursuant

5.

Indemnification for Additional Expenses.  The Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any claim asserted or action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relat­ing to Claims for Indemnifiable Events and/or (ii) recovery under any di­rectors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or in­surance recovery, as the case may be.

6.

Partial Indemnity, Etc.  If Indemnitee is entitled un­der any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemni­tee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or oth­erwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemni­fied, to the extent permitted by law, against all Expenses incurred in connection with such Indemnifiable Event.  In connection with any de­termination by the Reviewing Party or otherwise as to whether Indem­nitee is entitled to be indemnified hereunder, the burden of proof shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled.

7.

No Presumption.  For purposes of this Agreement, the termination of any claim, action, suit or proceeding, whether civil or criminal, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

8.

Nonexclusivity, Etc.  The rights of Indemnitee here­under shall be in addition to any other rights Indemnitee may have un­der the By-laws of the Company, the BCL or otherwise.  To the extent that a change in the BCL (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the By-laws of the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9.

Liability Insurance.  To the extent the Company main­tains an insurance policy or policies providing directors' and offi­cers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the Company.

10.

Period of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal represen­tatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affili­ate shall be extinguished and deemed released unless as­serted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise appli­cable to any such cause of action, such shorter pe­riod shall govern.

11.

Amendments, Etc.  No supplement, modification or amend­ment of this Agreement shall be binding unless executed in writ­ing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

12.

Subrogation.  In the event of payment under this Agree­ment, the Company shall be subrogated to the extent of such pay­ment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents neces­sary to enable the Company effectively to bring suit to enforce such rights.

13.  

No Duplication of Payments.  The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, By-law or oth­erwise) of the amounts otherwise indemnifiable hereunder.

14.

Specific Performance.  The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such vio­lation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

15.

Binding Effect, Etc.  This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors (including any direct or indi­rect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representa­tives.  This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company's request.

16.

Severability.  The provisions of this Agreement shall be severable if any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

17.

Governing Law.  This Agreement shall be governed by, and be construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.