The LGL
Group, Inc.
 2525
Shader Road
 Orlando,
FL 32804
  ___________
__, 200_
  __________________
 c/o The
LGL Group, Inc.
 2525
Shader Road
 Orlando,
FL 32804
  Dear
____________:
  In
consideration of your service as ___________ of The LGL Group, Inc., a Delaware
corporation (the “Company”), the Company will, to the extent provided herein,
indemnify you and hold you harmless from and against any and all “Losses” (as
defined below) that you may incur by reason of your election or service as a
director, officer, employee, agent, fiduciary or representative of the Company
or any “Related Entity” (as defined below) to the fullest extent permitted by
law.
  1.           
a)           “Costs and
Expenses” means all reasonable costs and expenses incurred by you in
investigating, defending or appealing any threatened, pending or completed
claim, action, suit or proceeding including, without limitation, legal counsel
and expert witness fees and disbursements.
  (b)           “Losses”
means all liabilities, Costs and Expenses, amounts of judgments, fines,
penalties or excise taxes (or other amounts assessed, surcharged or levied under
the Employee Retirement Income Security Act of 1974, as amended) and amounts
paid in settlement of or incurred in defense of or otherwise in connection with
any threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, and whether brought by or in
the right of the Company or otherwise, and appeals in which you may become
involved, as a party or otherwise, by reason of acts or omissions in your
capacity as and while serving as a director, officer, employee, agent, fiduciary
or representative of the Company or any Related Entity.
  (c)           “Related
Entity” means any corporation, partnership, joint venture, trust or other entity
or enterprise in which the Company is in any way interested, or in or as to
which you are serving at the Company’s request or on its behalf, as a director,
officer, employee, agent, fiduciary or representative including, but not limited
to, any employee benefit plan or any corporation of which the Company or any
Related Entity is, directly or indirectly, a stockholder or
creditor.
  2.           Costs
and Expenses shall be paid promptly by the Company as they are incurred or, at
your request, shall be advanced on your behalf against delivery of invoices
therefor (prior to an ultimate determination as to whether you are entitled to
be indemnified by the Company on account thereof); provided, however, that if it
shall ultimately be determined by final decision of the Court of Chancery that
you are not entitled to be indemnified on account of any Costs or Expenses for
which you have theretofore received payment or reimbursement, you shall promptly
repay such amount to the Company.
   
  3.           The
Company shall indemnify you and hold you harmless from and against any and all
Losses that you may incur if you are a party to or threatened to be made a party
to or otherwise involved in any proceeding or action (other than a proceeding or
action by or in the right of the Company to procure a judgment in its favor),
unless it is determined as provided in Paragraph 7 that you did not act in good
faith and for a purpose that you reasonably believed to be in, or, in the case
of service to a Related Entity, not opposed to, the best interests of the
Company and, in the case of a criminal proceeding or action, in addition, that
you had reasonable cause to believe that your conduct was unlawful.
  4.           The
Company shall indemnify you and hold you harmless from and against any and all
Losses that you may incur if you are a party to or threatened to be made a party
to any proceeding or action by or in the right of the Company to procure a
judgment in its favor, unless it is determined as provided in Paragraph 7 that
you did not act in good faith and for a purpose that you reasonably believed to
be in, or, in the case of service to a Related Entity, not opposed to, the best
interests of the Company, except that no indemnification for Losses shall be
made under this Paragraph 4 in respect of any claim, issue or matter as to which
you shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, you
are fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper.
  5.           Anything
hereinabove to the contrary notwithstanding, “Losses” shall not include, and you
shall not be entitled to indemnification under this agreement on account of (i)
amounts payable by you to the Company or any Related Entity in satisfaction of
any judgment or settlement in the Company’s or such Related Entity’s favor
(except amounts for which you shall be entitled to indemnification pursuant to
Paragraph 4), (ii) amounts payable on account of profits realized by you in the
purchase or sale of securities of the Company or any Related Entity within the
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of state law; (iii) Losses in connection with which you are
not entitled to indemnification as a matter of law or public policy; or (iv)
Losses to the extent you are indemnified by the Company otherwise than pursuant
to this agreement, including any Losses for which payment is made to you under
an insurance policy.
  6.           Termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
upon a plea of nolo contendere or its equivalent shall not, of itself, create
any presumption that you did not act in good faith and for a purpose that you
reasonably believed to be in or not opposed to the best interests of the Company
or a Related Entity and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that your conduct was unlawful.
  7.           The
determination on behalf of the Company that you are not entitled to be
indemnified for Losses hereunder by reason of the provisions of Paragraphs 3 or
4 or clause (iii) of Paragraph 5 may be made either by (a) a majority vote of
directors who are not parties to such action, suit or proceeding, even through
less than a quorum, (b) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, (c) if there are no such
directors, or if such directors so direct, by independent legal
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  counsel
(who may be the outside counsel regularly employed by the Company) in a written
opinion, or (d) the stockholders of the Company, as the Company’s Board of
Directors shall determine.  Notwithstanding such determination, the
right to indemnification or advances of Costs and Expenses as provided in this
agreement shall be enforceable by you in the Court of Chancery.  The
burden of proving that indemnification is not appropriate shall be on the
Company.   Neither the failure of the Company (including its
Board of Directors or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because you have met the applicable standard of conduct, nor an
actual determination by the Company (including its Board of Directors or
independent legal counsel) that you have not met such applicable standard of
conduct shall be a defense to the action or create a presumption that you have
not met the applicable standard of conduct.  Costs and expenses,
including counsel fees, reasonably incurred by you in connection with
successfully establishing your right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Company.
  8.           You
agree to give prompt notice to the Company of any claim with respect to which
you seek indemnification and, unless a conflict of interest shall exist between
you and the Company with respect to such claim, you will permit the Company to
assume the defense of such claim with counsel of its choice.  Whether
or not such defense is assumed by the Company, the Company will not be subject
to any liability for any settlement made without its consent.  The
Company will not consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to you of a release from all liability with respect to
such claim or litigation.  If the Company is not entitled to, or does
not elect to, assume the defense of a claim, the Company will not be obligated
to pay the fees and expenses of more than one counsel for you and any other
directors, officers or employees of the Company who are indemnified pursuant to
similar indemnity agreements with respect to such claim, unless a conflict of
interest shall exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the Company will
be obligated to pay the fees and expenses of an additional counsel for each
indemnified party or group of indemnified parties with whom a conflict of
interest exists.
  9.           The
Company’s obligation to indemnify you under this agreement is in addition to any
other rights to which you may otherwise be entitled by operation of law, vote of
the Company’s stockholders or directors or otherwise and will be available to
you whether or not the claim asserted against you is based upon matters that
occurred before the date of this agreement.
  10.           The
obligation of the Company to indemnify you with respect to Losses that you may
incur by reason of your service as a director, officer, employee, agent,
fiduciary or representative of the Company or a Related Entity, as provided
under this agreement, shall survive the termination of your service in such
capacities and shall inure to the benefit of your heirs, executors and
administrators.
  11.           The
Company agrees that, so long as you shall serve as a director, officer,
employee, agent, fiduciary or representative of the Company or any Related
Entity and thereafter so long as you shall be subject to any possible claim or
threatened, pending or completed action or proceeding by reason of your service
as a director, officer, employee,
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  agent,
fiduciary or representative of the Company or any Related Entity, the Company
shall purchase and maintain in effect for your benefit valid, binding and
enforceable policies of directors and officers liability insurance (“D & O
Insurance”), covering Losses; provided, however, that the Company shall not be
required to maintain D & O Insurance in effect if such insurance is not
reasonably available or if, in the reasonable business judgment of the directors
of the Company, either (i) the premium cost for such insurance is substantially
disproportionate to the amount of coverage or (ii) the coverage provided by such
insurance is so limited by exclusions that there is insufficient benefit from
such insurance.
  12.           If
you are entitled under this agreement or otherwise to indemnification by the
Company for some or a portion of the Losses actually and reasonably incurred by
you but not, however, for the total amount thereof, the Company shall
nevertheless indemnify you for the portion of the Losses to which you are
entitled.
  13.           This
Agreement shall be effective as of the date set forth on the first page hereof
and shall apply to your acts or omissions that occurred prior to such date if
you were an officer, director, employee or other agent of the Company, or were
serving at the request of the Company as a director, officer, employee, agent,
fiduciary or representative of a Related Entity at the time such act or omission
occurred.
  14.           It
is the intention of the parties to this agreement to provide for indemnification
in all cases and under all circumstances where to do so would not violate
applicable law (and notwithstanding any limitations permitted, but not required
by statute) and the terms and provisions of this agreement shall be interpreted
and construed consistent with that intention.  Nonetheless, if any
provision of this agreement or any indemnification made under this agreement
shall for any reason be determined by the Court of Chancery to be invalid,
unlawful or unenforceable under current or future laws, such provision shall be
fully severable and, the remaining provisions of this agreement shall not
otherwise be affected thereby, but shall remain in full force and effect and, to
the fullest extent possible, shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or
unenforceable.
  15.           This
agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of Delaware, except that body of law relating to choice of
law.
  16.           No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both the Company and you.
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  Your
signature below will evidence your agreement and acceptance with respect to the
foregoing.
  Very
      truly yours,THE
      LGL GROUP, INC.By:Name:
                Title:AGREED
      TO AND ACCEPTED:
 
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