Exhibit
10.40





AMENDED
AND RESTATED INDEMNIFICATION AGREEMENT





THIS
AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made, entered into and
effective as of the 1st day of
October 2009, by and between EPOCH HOLDING CORPORATION, a Delaware corporation
(the "Company"), and the undersigned (the "Indemnitee") and replaces any prior
Indemnification Agreement by and among the Company and the
Indemnitee.





RECITALS





WHEREAS,
the Indemnitee is the _______________ of the Company; and





WHEREAS,
the Company and the Indemnitee recognize the continued difficulty in obtaining
liability insurance for its directors, officers, employees, agents and
fiduciaries, the significant increases in the cost of such insurance and the
general reductions in the coverage of such insurance; and





WHEREAS,
the Company and the Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited;
and





WHEREAS,
the Indemnitee does not regard the current protection available as adequate
under the present circumstances, and the Indemnitee and other directors,
officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection;
and





WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as the Indemnitee, to serve the Company and, in part, in order
to induce the Indemnitee to continue to provide services to the Company, wishes
to provide for the indemnification and advancing of expenses to the Indemnitee
to the maximum extent permitted by law;





WHEREAS,
Section 145 of the Delaware General Corporation Law (the “Statute”) specifically
provides that indemnification provided by the Statute is not exclusive;
and





WHEREAS,
in view of the considerations set forth above, the Company desires that the
Indemnitee be indemnified by the Company to the fullest extent permitted by law
as set forth herein;









NOW,
THEREFORE, in consideration of the foregoing, the covenants contained herein and
the Indemnitee's continued service to the Company, the Company and the
Indemnitee, intending to be legally bound, hereby agree as follows:




1. Indemnification.





(a) Indemnification of
Expenses.  The Company shall indemnify Indemnitee to the
fullest extent permitted by law if Indemnitee is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Indemnitee in good faith believes might lead to
the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of any action or
inaction on the part of Indemnitee while serving in such capacity (hereinafter
an "Indemnifiable Event") against any and all expenses incurred by or on behalf
of Indemnitee (including attorneys' fees and all other costs, expenses and
obligations 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 such action, suit, proceeding, alternative
dispute resolution mechanism, hearing, inquiry or investigation), costs of
supersedes and other appeal bonds, judgments, fines, penalties and amounts paid
in settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld or delayed) of such Claim and any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the
actual or deemed receipt of any payments under this Agreement (collectively,
hereinafter "Expenses"), including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses. The Company
shall make such payment of Expenses as soon as practicable but in any event no
later than ten (10) days after written demand by Indemnitee therefor is
presented to the Company.





(b) Change in
Control.





(i)  Determination.  The
Company agrees that if there is a Change in Control (as defined in Section 9(c)
hereof) of the Company (other than a Change in Control which has been approved
by a majority of the Company's Board of Directors who were directors immediately
prior to such Change in Control) then, with respect to all matters thereafter
arising concerning the rights of Indemnitee to payments of Expenses and Expense
Advances under this Agreement or any other agreement or under the Company's
Articles of Incorporation or Bylaws as now or hereafter in effect, Independent
Legal Counsel (as defined in Section 9(d) hereof) shall be selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld or delayed). Such counsel, among other things, shall render its written
opinion to the Company’s Board of Directors and Indemnitee as to whether and to
what extent Indemnitee would be permitted to be indemnified under applicable law
and the Company agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorneys' fees),
claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.




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(ii)  Potential Change in
Control.  Following the occurrence of any Potential Change in
Control (as defined in Section 9(e)), the Company, upon receipt of a written
request from Indemnitee, shall create a Trust (the "Trust") for the benefit of
Indemnitee, the trustee of which shall be a bank or similar financial
institution with trust powers chosen by Indemnitee.  From time to
time, upon the written request of Indemnitee, the Company shall fund the Trust
in amounts sufficient to satisfy any and all Expenses reasonably anticipated at
the time of each such request to be incurred by Indemnitee for which
indemnification may be available under this Agreement.  The amount or
amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by mutual agreement of Indemnitee and the Company
or, if the Company and Indemnitee are unable to reach such an agreement or, in
any event, a Change in Control has occurred, by Independent Legal Counsel
(selected pursuant to Section 1(b)(i)).  The terms of the Trust shall
provide that, except upon the prior written consent of Indemnitee and the
Company, (a) the Trust shall not be revoked or that principal thereof
invaded, other than to make payments to unsatisfied judgment creditors of the
Company, (b) the Trust shall continue to be funded by the Company in
accordance with the funding obligations set forth in this Section, (c) the
Trustee shall promptly pay or advance to Indemnitee any amounts to which
Indemnitee shall be entitled pursuant to this Agreement, and (d) all
unexpended funds in the Trust shall revert to the Company upon a determination
by Independent Legal Counsel (selected pursuant to Section 1(b)(i)) or a
court of competent jurisdiction that Indemnitee has been fully indemnified under
the terms of this Agreement.  All income earned on the assets held in
the trust shall be reported as income by the Company for federal, state, local
and foreign tax purposes.





(iii)  Expenses.  Following
any Change in Control, the Company shall be liable for and shall pay the
Expenses paid or incurred by Indemnitee in connection with the making of any
determination (irrespective of the determination as to the Indemnitee's
entitlement to indemnification) or the prosecution of any Claim pursuant to
Section 8.2, and the Company hereby agrees to indemnify and hold Indemnitee
harmless therefrom.  If requested by counsel for Indemnitee, the
Company shall promptly give such counsel an appropriate written agreement with
respect to the payment of its fees and expenses and such other matters as may be
reasonably requested by such counsel.





(c) Mandatory Payment of
Expenses. Notwithstanding any other provision of this Agreement other
than Section 8 hereof, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any proceeding referred to in Section 1(a) of
this Agreement, or in defense of any claims, issue or matter herein, including
dismissal without prejudice, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by Indemnitee (or on his behalf) in
connection therewith. If Indemnitee is not wholly successful in any proceeding
referred to in Section 1(a) of this Agreement, but is successful on the merits
or otherwise (including dismissal without prejudice) as to one or more, but less
than all claims, issues or matters therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee (or on his behalf) in connection with each
successfully resolved claim, issue or matter. For purposes of this Section 1(c),
and without limitation, the termination of any claim, issue or matter in any
proceeding referred to in Section 1 of this Agreement by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.




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(d)  Reimbursement of Expenses Following
Adjudication of Negligence.  To the fullest extent permitted by
applicable law, the Company shall reimburse the Indemnitee for any Expenses
(including attorneys' fees) and amounts actually and reasonably incurred or paid
by him in connection with the investigation, defense, settlement or appeal of
any action or suit described in Section 1(a) hereof that results in an
adjudication that the Indemnitee was liable for negligence, gross negligence or
recklessness (but not willful misconduct) in the performance of his duty to the
Company; provided, however, that the
Indemnitee acted in good faith and in a manner he believed to be in the best
interests of the Company.





2. Expenses; Indemnification
Procedure.





(a) Advancement of Expenses. To
the fullest extent permitted by applicable law, the Expenses incurred by
Indemnitee pursuant to Section 1(a) of this Agreement in connection with any
proceeding or any claim, issue or matter therein shall be paid by the Company in
advance (an "Expense Advance") of the final disposition of such proceeding or
any claim, issue or matter therein no later than 10 days after receipt by the
Company of an undertaking by or on behalf of Indemnitee ("Indemnitee
Undertaking") to repay such amount to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company. The
Indemnitee Undertaking shall be in a form reasonably acceptable to the Company,
shall not be secured and shall be interest free.





(b) Notice/Cooperation by
Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's
right to be indemnified under this Agreement, give the Company notice in writing
as soon as practicable of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Company’s Board of Directors at the address
shown on the signature page of this Agreement (or such other address as the
Company shall designate in writing to Indemnitee). In addition, Indemnitee shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Indemnitee's power.





(c) Reviewing Party. Upon written
request by Indemnitee for indemnification pursuant to Section 2(b) of this
Agreement, a determination, if required by applicable law, with respect to
Indemnitee's entitlement thereto shall be made in the specific case: (i) if a
Change in Control shall have occurred, in the manner set forth in Section 1(b)
of this Agreement; or (ii) if a Change in Control shall not have occurred, (A)
by a vote of the stockholders of the Company, (B) by the Company’s Board of
Directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, (C) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so order, by Independent Legal Counsel in a written opinion to the Company’s
Board of Directors, or (D) if a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by Independent
Legal Counsel in a written opinion to the Company’s Board of Directors, a copy
of which shall be delivered to Indemnitee; and, if so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within 10
days after such determination.




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(d) Presumptions; Burden of Proof;
Effect of Certain Provisions.





(i) In
making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 2(b) of this
Agreement, and the Company shall have the burden of proof in overcoming such
presumption by clear and convincing evidence. The termination of any Claim 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. Further,
neither the failure of the Company (including the Company’s Board of Directors
or Independent Legal Counsel) to have made a determination prior to the
commencement of such action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including the Company’s
Board of Directors or Independent Legal Counsel) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of
conduct.





(ii) If
the person, persons or entity empowered or selected in accordance with the terms
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within 60 days after receipt by the Company
of the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee's
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 2(d) shall not apply if the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to the terms of this Agreement.




5




(iii) For
purposes of any determination of whether Indemnitee acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal proceeding, Indemnitee had no
reasonable cause to believe his conduct was unlawful (collectively, "Good
Faith"), Indemnitee shall be deemed to have acted in Good Faith if Indemnitee's
action is based on the records or books of account of the Company and any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company
as a director, officer, employee or agent ("Enterprise"), including financial
statements, or on information supplied to Indemnitee by the officers of any
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected with the reasonable care by the Enterprise. The provisions
of this Section 2(d) shall not be deemed to be exclusive or to limit in any way
the other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.





(iv) The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.





(v)  If
a Change in Control shall have occurred, Indemnitee shall be entitled to a
rebuttable presumption that Indemnitee is entitled to indemnification under this
Agreement and the Company shall have the burden of proof in rebutting such
presumption.





(e) Notice to
Insurers.  If, at the time of the receipt by the Company of a
notice of a Claim pursuant to Section 2(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt
notice of the commencement of such Claim to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.




6




(f) Selection of
Counsel.  In the event the Company shall be obligated hereunder
to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled
to assume the defense of such Claim with counsel approved by Indemnitee, upon
the delivery to Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall
have the right to employ Indemnitee's counsel in any such Claim at Indemnitee's
expense and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee's counsel shall be at the expense of the Company.





3. Additional Indemnification
Rights; Nonexclusivity.





(a) Scope.  The Company
hereby agrees to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
other provisions of this Agreement, the Company's Articles of Incorporation, the
Company's Bylaws or by statute. In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right of
a Delaware corporation to indemnify a member of the Company’s Board of Directors
or an officer, employee, agent or fiduciary, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits
afforded by such change. In the event of any change in any applicable law,
statute or rule which narrows the right of a Delaware corporation to indemnify a
member of the Company’s Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder except as set forth
in Section 7(a) hereunder.





(b) Nonexclusivity.  The
indemnification provided by this Agreement shall be in addition to any rights to
which Indemnitee may be entitled under the Company's Articles of Incorporation,
its Bylaws, any agreement, any vote of stockholders or disinterested directors,
the Statute, or otherwise. The indemnification provided under this Agreement
shall continue as to Indemnitee for any action taken or not taken while serving
in an indemnified capacity even though Indemnitee may have ceased to serve in
such capacity.





(c)  Appeals;
Enforcement.





(i)  In
the event that (a) a determination is made that Indemnitee shall not be
entitled to indemnification under this Agreement, (b) any determination to
be made by Independent Legal Counsel is not made within 90 days of receipt by
the Company of a request for indemnification pursuant to Section 2(b) or
(c) the Company fails to otherwise perform any of its obligations under
this Agreement (including, without limitation, its obligation to make payments
to Indemnitee following any determination made or deemed to have been made that
such payments are appropriate), Indemnitee shall have the right to commence a
Claim in any court of competent jurisdiction, as appropriate, to seek a
determination by the court, to challenge or appeal any determination which has
been made, or to otherwise enforce this Agreement.  If a Change of
Control shall have occurred, Indemnitee shall have the option to have any such
Claim conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association.  Any such judicial proceeding challenging or
appealing any determination shall be deemed to be conducted de novo and without prejudice
by reason of any prior determination to the effect that Indemnitee is not
entitled to indemnification under this Agreement.  Any such Claim
shall be at the sole expense of Indemnitee except as provided in
Section 1(b)(iii).




7




(ii)  If
a determination shall have been made or deemed to have been made pursuant to
this Agreement that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 3(c), except if such indemnification is
unlawful.





(iii)  The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 3(c) that the procedures and
presumptions of this Agreement are not valid, biding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.  The Company hereby
consents to service of process and to appear in any such judicial or arbitration
proceedings and shall not oppose Indemnitee's right to commence any such
proceedings.





4. 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, Articles of Incorporation, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.





5. Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which Indemnitee is entitled.





6. Liability
Insurance.  To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or fiduciaries,
Indemnitee shall be covered by such policies 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, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or
fiduciary.




8




7. Exceptions.  Except
where so ordered by a court of competent jurisdiction, any other provision
herein to the contrary notwithstanding, the Company shall not be obligated
pursuant to the terms of this Agreement:





(a) Excluded Action or
Omissions.  To indemnify Indemnitee for acts, omissions or
transactions from which Indemnitee may not be relieved of liability under
applicable law;





(b) Claims Initiated by
Indemnitee.  To indemnify or advance expenses to Indemnitee
with respect to Claims initiated or brought voluntarily by Indemnitee and not by
way of defense, except (i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Company's Articles of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases if the Company’s Board of Directors
has approved the initiation or bringing of such Claim, (iii) as otherwise
required under Section 145 (or other applicable code section) of the Statute, or
(iv) in actions involving a counterclaim, interpleader, or third party claim,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be;





(c) Lack of Good
Faith.  To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or
interpret this Agreement, if a court of competent jurisdiction determines that
each of the material assertions made by Indemnitee in such proceeding was not
made in good faith or was frivolous; or





(d) Claims Under Section 16(b).
To indemnify Indemnitee for expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute.





(e) Claims under Sarbanes-Oxley Act of
2002. To indemnify Indemnitee for any reimbursement of the Company by
Indemnitee of any bonus or other incentive-based or equity-based compensation or
of any profits realized by Indemnitee from the sale of securities of the
Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant
to Section 304 of the Sarbanes-Oxley Act of 2002, or the payment to the Company
of profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 306 of the Sarbanes-Oxley Act of 2002).




8. Period of
Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee's estate, 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 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.




9




9. Construction of Certain
Phrases.





(a) For
purposes of this Agreement, references to the "Company" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.





(b) For
purposes of this Agreement, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and references
to "serving at the request of the Company" shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or its
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Agreement.





(c) For
purposes of this Agreement a "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 stockholders 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
more than 50% of the total voting power represented by the Company's then
outstanding Voting Securities (as defined below), (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Company’s Board of Directors and any new director whose election by the
Company’s Board of Directors or nomination for election by the Company's was
approved by a vote of at least two-thirds 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 stockholders 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 50% 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 the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.




10




(d) For
purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney
or firm of attorneys, selected in accordance with the provisions of Section 2(c)
hereof, who shall not have otherwise performed services for the Company, the
Indemnitee or any officer, director, subsidiary or other affiliate thereof
within the last five years (other than with respect to matters concerning the
rights of Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements) and who shall be experienced in matters of corporate law.
The Company shall be responsible for any and all fees and expenses of the
Independent Legal Counsel.





(e)  For
purposes of this Agreement "Potential Change in Control" shall be deemed to have
occurred if (a) the Company enters into an agreement or arrangement the
consummation of which would result in the occurrence of a Change in Control,
(b) any person (including the Company) publicly announces an intention to
take or to consider taking actions which if consummated would constitute a
Change in Control or (c) the Company’s Board of Directors adopts a
resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.





(f) For
purposes of this Agreement, a "Reviewing Party" shall mean any appropriate
person or body consisting of the stockholders of the Company, the Company's
Board of Directors, or Independent Legal Counsel, as set forth in Section 2(c)
of this Agreement in accordance with section 145 (or any successor provision) of
the Statute.





(g) For
purposes of this Agreement, "Voting Securities" shall mean any securities of the
Company that vote generally in the election of directors.





10.  Contribution.  If
the indemnification provisions of this Agreement should be unenforceable under
applicable law in whole or in part or insufficient to hold Indemnitee harmless
in respect of any Expenses incurred by Indemnitee, then for purposes of this
Section 10, the Company shall be treated as if it were, or was threatened
to be made, a party defendant to the subject Claim and the Company shall
contribute to the amounts paid or payable by Indemnitee as a result of such
Expenses incurred by Indemnitee in such proportion as is appropriate to reflect
the relative benefits accruing to the Company on the one hand and Indemnitee on
the other and the relative fault of the Company on the one hand and Indemnitee
on the other in connection with such Claim, as well as any other relevant
equitable considerations.  For purposes of this Section 10 the
relative benefit of the Company shall be deemed to be the benefits accruing to
it and to al of its directors, officers, employees and agents (other than
Indemnitee) on the one hand, as a group and treated as one entity, and the
relative benefit of Indemnitee shall be deemed to be an amount not greater than
the Indemnitee's yearly base salary or Indemnitee's compensation from the
Company during the first year in which the Indemnifiable Event forming the basis
for the subject Claim was alleged to have occurred.  The relative
fault shall be determined by reference to, among other things, the fault of the
Company and all of its directors, officers, employees and agents (other than
Indemnitee) on the one hand, as a group and treated as one entity, and
Indemnitee's and such group's relative intent, knowledge, access to information
and opportunity to have altered or prevented the Indemnifiable Event forming the
basis for the subject Claim.




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11.  Nondisclosure of
Payments.  Except as expressly required by Federal securities
laws, neither party shall disclose any payments under this Agreement unless
prior approval of the other party is obtained.  Any payments to the
Indemnitee that must be disclosed shall, unless otherwise required by law, be
described only in Company proxy or information statements relating to special
and/or annual meetings of the Company's stockholders, and the Company shall
afford the Indemnitee the reasonable opportunity to review all such disclosures
and, if requested, to explain in such statement any mitigating circumstances
regarding the events reported.





12.  Covenant Not to Sue,
Limitation of Actions and Release of Claims.  No legal action
shall be brought and no cause of action shall be asserted by or on behalf of the
Company (or any of its subsidiaries) against the Indemnitee, his spouse, heirs,
executors, personal representatives or administrators after the expiration of
two years from the date the Indemnitee ceases (for any reason) to serve as
either an officer or a director of the Company, and any claim or cause of action
of the Company (or any of its subsidiaries) shall be extinguished and deemed
released unless asserted by filing of a legal action within such two-year
period.





13.  Indemnification of
Indemnitee's Estate.  Notwithstanding any other provision of
this Agreement, and regardless whether indemnification of the Indemnitee would
be permitted and/or required under this Agreement, if the Indemnitee is
deceased, the Company shall indemnify and hold harmless the Indemnitee's estate,
spouse, heirs, administrators, personal representatives and executors
(collectively, the "Indemnitee's Estate") against, and the Company shall assume,
any and all claims, damages, expenses (including attorneys' fees), penalties,
judgments, fines and amounts paid in settlement actually incurred by the
Indemnitee or the Indemnitee's Estate in connection with the investigation,
defense, settlement or appeal of any action described in Section 1
hereof.  Indemnification of the Indemnitee's Estate pursuant to this
Section 13 shall be mandatory and not require a Determination or any other
finding that the Indemnitee's conduct satisfied a particular standard of
conduct.





14. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.





15. Binding Effect; Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, 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, spouses, heirs, and personal and legal
representatives.  The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary of the Company or of any other enterprise at the
Company's request.




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16. Attorneys'
Fees.  In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee with respect to
such action, regardless of whether Indemnitee is ultimately successful in such
action, and shall be entitled to the advancement of Expenses with respect to
such action, unless, as a part of such action, a court of competent jurisdiction
over such action determines that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was
frivolous. In the event of an action instituted by or in the name of the Company
under this Agreement to enforce or interpret any of the terms of this Agreement,
Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in
defense of such action (including costs and expenses incurred with respect to
Indemnitee's counterclaims and cross-claims made in such action), and shall be
entitled to the advancement of Expenses with respect to such action, unless, as
a part of such action, a court having jurisdiction over such action determines
that each of Indemnitee's material defenses to such action was made in bad faith
or was frivolous.





17. Notice.  All
notices and other communications required or permitted hereunder shall be in
writing, shall be effective when given, and shall in any event be deemed to be
given (a) five calendar days after deposit with the U.S. Postal Service or other
applicable postal service, if delivered by first class mail, postage prepaid,
(b) upon delivery, if delivered by hand, (c) one business day after the business
day of deposit with Federal Express or similar overnight courier, freight
prepaid, or (d) one calendar day after the business day of delivery by facsimile
transmission, if delivered by facsimile transmission with copy by first class
mail, postage prepaid, and shall be addressed if to the Indemnitee, at the
Indemnitee's address as set forth beneath his signature to this Agreement and if
to the Company at the address of its principal corporate offices (attention:
Secretary) or at such other address as such party may designate by ten calendar
days' advance written notice to the other party hereto.





18. Consent to
Jurisdiction.  The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of New York
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the court of
competent jurisdiction of the State of New York, which shall be the exclusive
and only proper forum for adjudicating such a claim.




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19. Severability.  The
provisions of this Agreement shall be severable in the event that 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. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each
portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.





20. Choice of
Law.  This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents, entered into and to be
performed entirely within the State of Delaware, without regard to the conflict
of laws principles thereof.





21. 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 documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to
enforce such rights.





22. Amendment and
Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both 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.





23. Integration and Entire
Agreement. This Agreement sets forth the entire understanding between the
parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.





24. No Construction as
Employment Agreement.  Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ
of the Company or any of its subsidiaries.





25.  Effective
Date.  The provisions of this Agreement shall cover claims,
actions, suits and proceedings whether now pending or hereafter commenced and
shall be retroactive to cover acts or omissions or alleged acts or omissions
which heretofore have taken place.




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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
as of the date first above written.




EPOCH
      HOLDING CORPORATION,
                a
      Delaware corporationByName: Timothy
      T. TaussigTitle: President
      & Chief Operating Officer




AGREED
      TO AND ACCEPTED BY:Name:Title:




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