exv10w10






Exhibit 10.10




INDEMNIFICATION AGREEMENT




          AGREEMENT, dated as of [•], 2010, by and between LIBERTY MUTUAL AGENCY CORPORATION, a Delaware
corporation (the “Company”), and [•] (the “Indemnitee”).



          WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;



          WHEREAS, the Indemnitee is a director and/or officer of the Company;



          WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of companies in today’s environment;



          WHEREAS, the Company’s Amended and Restated Certificate of Incorporation (“Certificate of
Incorporation”) and Amended and Restated By-Laws (“By-Laws”) require the Company to
indemnify and advance expenses to its directors and officers to the extent provided therein, and
the Indemnitee serves as a director and/or officer of the Company, in part, in reliance on such
provisions in the Company’s Certificate of Incorporation and By-Laws;



          WHEREAS, the Company has determined that its inability to retain and attract as directors and
officers the most capable persons would be detrimental to the interests of the Company, and that
the Company therefore should seek to assure such persons that indemnification and insurance
coverage will be available in the future; and



          WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal
liability in order to enhance the Indemnitee’s continued service to the Company in an effective
manner and the Indemnitee’s reliance on the Company’s Certificate of Incorporation and By-Laws, and
in part to provide the Indemnitee with specific contractual assurance that the protection promised
by the Company’s Certificate of Incorporation and By-Laws will be available to the Indemnitee
(regardless of, among other things, any amendment to or revocation of the applicable provisions of
the Company’s Certificate of Incorporation and By-Laws or any change in the composition of the
governing bodies of the Company or any acquisition transaction relating to the Company), the
Company wishes to provide in this Agreement for the indemnification of and the advancing of
expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and
as set forth in this Agreement, and, to the extent insurance is maintained, for the continued
coverage of the Indemnitee under the directors’ and officers’ liability insurance policy of the
Company.



 









 





          NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the
Company directly or, on its behalf or at its request, as an officer, director, manager, member,
partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another
Person (as defined below) or any employee benefit plan, and intending to be legally bound hereby,
the parties hereto agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement:



          (a) Agreement: shall mean this Indemnification Agreement, as amended from time to time
hereafter.



          (b) Board of Directors: shall mean the Board of Directors of the Company.



          (c) Change in Control shall be deemed to have occurred if any of the events shall have
occurred:




	 	(i)	 	any Person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing more than 50% of either
the then outstanding shares of common stock of the Company or the combined
voting power of the Company’s then outstanding securities, excluding any Person
who becomes such a beneficial owner in connection with a transaction described
in Section 1(c)(iii)(A) below;
	 
	 	(ii)	 	the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board of Directors of the Company and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board of Directors or nomination for
election by the Company’s stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended;
	 
	 	(iii)	 	There is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other corporation,
other than (A) a merger or consolidation which results in the holders of voting
securities of the Company outstanding immediately prior to such




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	 	 	 	merger or consolidation beneficially owning (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any
parent thereof) more than 50% of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation in substantially the same
proportions as their ownership of the Company immediately prior to such
transaction, or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
is or becomes the beneficial owner, directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates)
representing 25% or more of the combined voting power of the Company’s then
outstanding securities; or
	 
	 	(iv)	 	The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.





          (d) Claim: means any threatened, asserted, pending or completed civil, criminal,
administrative, investigative or other action, suit or proceeding of any kind whatsoever, including
any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind
thereof, or any inquiry or investigation, whether instituted by the Company, any governmental
agency or any other party, that the Indemnitee in good faith believes might lead to the institution
of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or
other, including any arbitration or other alternative dispute resolution mechanism.



          (e) Indemnifiable Expenses: means (i) all expenses and liabilities, including
judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company,
and counsel fees and disbursements (including, without limitation, experts’ fees, court costs,
retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications,
postage and courier charges) paid or incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to investigate, defend, be a
witness in or participate in, any Claim by reason of the fact that Indemnitee is or was or has
agreed to serve as a director, officer, employee or agent of the Company, or while serving as a
director or officer of the Company, is or was serving or has agreed to serve on behalf of or at the
request of the Company as a director, officer, employee or



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agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or
similar capacity) of another corporation, limited liability company, partnership, joint venture,
trust, association, employee benefit plan or other enterprise, or by reason of any action alleged
to have been taken or omitted in any such capacity, whether occurring before, on or after the date
of this Agreement (any such event, an “Indemnifiable Event”), and (ii) any liabilities which an
Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or
otherwise) in connection with the operation, administration or maintenance of an employee benefit
plan or any related trust or funding mechanism (whether such liabilities are in the form of excise
taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department
of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or
beneficiary of such plan, trust or other funding mechanism, or otherwise).




          (f) Indemnitee-Related Entities: means any corporation, limited liability company,
partnership, joint venture, trust, association, employee benefit plan or other enterprise (other
than the Company or any other corporation, limited liability company, partnership, joint venture,
trust, association, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of
the Company or at the Company’s request, to serve as a director, officer, employee or agent and
which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may
be entitled to indemnification or advancement of expenses with respect to which, in whole or in
part, the Company may also have an indemnification or advancement obligation (other than as a
result of obligations under an insurance policy).



          (g) Jointly Indemnifiable Claim: means any Claim for which the Indemnitee shall be
entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to
applicable law, any indemnification agreement or the certificate of incorporation, by-laws,
partnership agreement, operating agreement, certificate of formation, certificate of limited
partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.



          (h) Person: means any individual, corporation, firm, partnership, joint venture,
limited liability company, estate, trust, business association, organization, governmental entity
or other entity.



     2. Basic Indemnification Arrangement; Advancement of Expenses.



          (a) In the event that the Indemnitee was, is or becomes subject to, a party to or witness or
other participant in, or is threatened to be made subject to, 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 the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest
extent permitted by Delaware law in effect on the date hereof and as amended from time to time;
provided, however, that no change in Delaware law shall have the effect of reducing
the benefits available to the Indemnitee hereunder based on Delaware law as in effect on the date



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hereof or as such benefits may improve as a result of amendments after the date hereof. The
rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights
set forth in the other sections of this Agreement. Payments of Indemnifiable Expenses shall be
made as soon as practicable but in any event no later than thirty (30) days after written demand is
presented to the Company, against any and all Indemnifiable Expenses.




          (b) If so requested by the Indemnitee, the Company shall advance, or cause to be advanced
(within five business days of such request), any and all Indemnifiable Expenses incurred by the
Indemnitee (an “Expense Advance”). The Indemnitee shall provide reasonable documentation
to support any Expense Advance. The Company shall, in accordance with such request (but without
duplication), either (i) pay, or cause to be paid, such Indemnifiable Expenses on behalf of the
Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable
Expenses. The Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any
condition that the Board of Directors shall not have determined that the Indemnitee is not entitled
to be indemnified under applicable law. However, the obligation of the Company to make an Expense
Advance pursuant to this Section 2(b) shall be subject to the condition that, if, when and to the
extent that a final judicial determination is made (as to which all rights of appeal therefrom have
been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to
reimburse the Company within 90 days) for all such amounts theretofore paid (it being understood
and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any
requirement that the Indemnitee provide the Company with an undertaking to repay any Expense
Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under
applicable law). The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and
interest-free.



          (c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be
entitled to indemnification or advancement of Indemnifiable Expenses pursuant to this Agreement in
connection with any Claim initiated by the Indemnitee unless (i) the Company has joined in or the
Board of Directors of the Company has authorized or consented to the initiation of such Claim or
(ii) the Claim is one to enforce the Indemnitee’s rights under this Agreement (including an action
pursued by the Indemnitee to secure a determination that the Indemnitee should be indemnified under
applicable law).



          (d) The indemnification obligations of the Company under Section 2(a) shall be subject to the
condition that the Board of Directors shall not have determined (by majority vote of directors who
are not parties to the applicable Claim) that the indemnification of the Indemnitee is not proper
in the circumstances because the Indemnitee is not entitled to be indemnified under applicable law.
If the Board of Directors determines that the Indemnitee is not entitled to be indemnified in
whole or in part under applicable law, the Indemnitee shall have the right to commence litigation
in any court in the State of Delaware or the Commonwealth of Massachusetts 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 Board of



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Directors or any aspect thereof, including the legal or factual bases therefor, and the
Company hereby consents to service of process and to appear in any such proceeding. If the
Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under applicable law, any determination
made by the Board of Directors that the Indemnitee is not entitled to be indemnified under
applicable law shall not be binding, the Indemnitee shall continue to be entitled to receive
Expense Advances, and the Indemnitee shall not be required to reimburse the Company for any Expense
Advance, until a final judicial determination is made (as to which all rights of appeal therefrom
have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under
applicable law. Any determination by the Board of Directors otherwise shall be conclusive and
binding on the Company and the Indemnitee.




          (e) In the event of a Change in Control after the date hereof, then with respect to all
matters thereafter arising concerning the rights of Indemnitee to payments under this Agreement or
any Company By-Law or provision of the Company’s Certificate of Incorporation now or hereafter in
effect, the Company shall seek legal advice only from independent counsel who has not otherwise
performed services for the Company or the Indemnitee (other than in connection with indemnification
matters) within the last five years selected (i) if there are two or more independent directors, by
the Board of Directors by a majority vote of all independent directors or by a majority of the
members of a committee of two or more independent directors appointed by vote or (ii) if there are
fewer than two independent directors, by the Board of Directors of the Company; and which in any
such case of selection in accordance with clause (i) or (ii) of this section, shall be reasonably
acceptable to the Indemnittee (such independent counsel, the “Independent Counsel”). The
Independent Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
The Independent Counsel, among other things, shall render its written opinion to the Company and
the Indemnitee as to whether and to what extent the Indemnitee should be permitted to be
indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent
Counsel and to indemnify fully such Independent Counsel against any and all expenses (including
attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.



          (f) To the extent that the 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, the Indemnitee shall be
indemnified against all Indemnifiable Expenses actually and reasonably incurred in connection
therewith, notwithstanding an earlier determination by the Board of Directors that the Indemnitee
is not entitled to indemnification under applicable law.



     3. Indemnification for Additional Expenses. The Company shall indemnify, or cause the
indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by
the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee



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subject to and in accordance with Section 2(b) and (d), which are incurred by the Indemnitee
in connection with any action brought by the Indemnitee, the Company or any other Person with
respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Company
under this Agreement or any provision of the Company’s Certificate of Incorporation and/or By-Laws
and/or, (ii) recovery under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such
indemnification, Expense Advance or insurance recovery, as the case may be; provided that
the Indemnitee shall be required to reimburse such Indemnifiable Expenses within 90 days in the
event that a final judicial determination is made (as to which all rights of appeal therefrom have
been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the
Indemnitee of an action brought by the Company or any other Person, as applicable, was frivolous or
in bad faith.




     4. Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the Indemnifiable Expenses in
respect of a Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.



     5. Burden of Proof. In connection with any determination by the Board of Directors,
any court or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the
Board of Directors or court shall presume that the Indemnitee has satisfied the applicable standard
of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or
its representative to establish, by clear and convincing evidence, that the Indemnitee is not so
entitled.



     6. Reliance as Safe Harbor. The Indemnitee shall be entitled to indemnification for
any action or omission to act undertaken (a) in good faith reliance upon the records of the
Company, including its financial statements, or upon information, opinions, reports or statements
furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries
in the course of their duties, or by committees of the Board of Directors, or by any other Person
as to matters the Indemnitee reasonably believes are within such other Person’s professional or
expert competence, or (b) on behalf of the Company in furtherance of the interests of the Company
in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants,
provided such legal counsel or accountants were selected with reasonable care by or on behalf of
the Company. In addition, the knowledge and/or actions, or failures to act, of any director,
officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of
determining the right to indemnity hereunder.



     7. No Other Presumptions. For purposes of this Agreement, the termination of any
claim, action, suit or proceeding, 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 the Indemnitee did not meet any particular standard of conduct or have any



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particular belief or that a court has determined that indemnification is not permitted by
applicable law. In addition, neither the failure of the Board of Directors to have made a
determination as to whether the Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Board of Directors that the Indemnitee has
not met such standard of conduct or did not have such belief, prior to the commencement of legal
proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be
indemnified under applicable law shall be a defense to the Indemnitee’s claim or create a
presumption that the Indemnitee has not met any particular standard of conduct or did not have any
particular belief.




     8. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition
to any other rights the Indemnitee may have under the Company’s Certificate of Incorporation and
By-Laws, the laws of the State of Delaware, or otherwise. To the extent that a change in Delaware
law or the interpretation thereof (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the Company’s Certificate of
Incorporation and By-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change. To the extent that there is a
conflict or inconsistency between the terms of this Agreement and the Company’s Certificate of
Incorporation or By-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy
the greater benefits regardless of whether contained herein, in the Company’s Certificate of
Incorporation or By-Laws. No amendment or alteration of the Company’s Certificate of Incorporation
or By-Laws or any other agreement shall adversely affect the rights provided to Indemnitee under
this Agreement.



     9. Liability Insurance. The Company shall use its reasonable best efforts to purchase
and maintain a policy or policies of insurance with reputable insurance companies, which may be
their affiliate(s), providing Indemnitee with coverage for any liability asserted against, or
incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was
or has agreed to serve as a director, officer, employee or agent of the Company, or while serving
as a director or officer of the Company, is or was serving or has agreed to serve on behalf of or
at the request of the Company as a director, officer, employee or agent (which, for purposes
hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another
corporation, limited liability company, partnership, joint venture, association, trust, employee
benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the
Company would have the power to indemnify Indemnitee against such liability under the provisions of
this Agreement. Such insurance policies shall have coverage terms and policy limits at least as
favorable to Indemnitee as the insurance coverage provided to any other director or officer of the
Company. If the Company has such insurance in effect at the time the Company receives from
Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give
prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance
with the procedures set forth in the policy. 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 proceeding in accordance with the terms of such policy.



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     10. 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. In the event
the Company or any of its subsidiaries enters into an indemnification agreement with another
director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing
a term or terms more favorable to the indemnitee than the terms contained herein (as determined by
the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms
and such more favorable term or terms shall be deemed incorporated by reference herein as if set
forth in full herein. As promptly as practicable following the execution by the Company or the
relevant subsidiary of each indemnity agreement with any such other director, officer or manager
(i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if
requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an
amendment to this Agreement containing such more favorable term or terms.



     11. Subrogation. Subject to Section 12, in the event of payment by the Company under
this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee with respect to any insurance policy. Indemnitee shall execute all
papers reasonably required and shall do everything that may be reasonably necessary to secure such
rights, including the execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights. The Company shall pay or reimburse all expenses actually and
reasonably incurred by Indemnitee in connection with such subrogation.



     12. Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may
arise due to the relationship between the Indemnitee-Related Entities and the Company and the
service of the Indemnitee as a director and/or officer of the Company at the request of the
Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be fully
and primarily responsible for the payment to the Indemnitee in respect of indemnification and
advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in
accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee
may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled
to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of
recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise
alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that
any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of
indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the
Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee against the Company, and the Indemnitee shall
execute all papers reasonably required and shall do all things that may be reasonably necessary to
secure such rights, including the execution of such documents as may be necessary to enable the
Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the
Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Paragraph 12,
entitled to enforce this Paragraph 12 against the Company as though each such Indemnitee-Related
Entity were a party to this Agreement.



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     13. No Duplication of Payments. Subject to Paragraph 12 hereof, the Company shall not
be liable under this Agreement to make any payment in connection with any Claim made against the
Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any
insurance policy, any provision of the Company’s Certificate of Incorporation and By-Laws, or
otherwise) of the amounts otherwise indemnifiable hereunder.



     14. Defense of Claims. The Company shall be entitled to participate in the defense of
any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel
reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably
believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel
chosen by the Company to represent the Indemnitee would present such counsel with an actual or
potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded
parties) include the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee
concludes that there may be one or more legal defenses available to him that are different from or
in addition to those available to the Company or any subsidiary of the Company or (iii) any such
representation by such counsel would be precluded under the applicable standards of professional
conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not
more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at
the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for
any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the
Company’s prior written consent. The Company shall not, without the prior written consent of the
Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the
Indemnitee is or could have been a party unless such settlement solely involves the payment of
money and includes a complete and unconditional release of the Indemnitee from all liability on all
claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall
unreasonably withhold its or his consent to any proposed settlement; provided that the
Indemnitee may withhold consent to any settlement that does not provide a complete and
unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the
Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an
irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the
account of Indemnitee incurred in connection therewith are indemnifiable by the Company under
Section 2 of this Agreement.



     15. Binding Effect, Etc. This Agreement shall be binding upon and 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, executors
and personal and legal representatives. The Company shall require and cause any successor(s)
(whether directly or indirectly, whether in one or a series of transactions, and whether by
purchase, merger, consolidation, or otherwise) to all or a significant portion of the business
and/or assets of the Company and/or its subsidiaries (on a consolidated basis), by written
agreement in form and substance satisfactory to the Indemnitee and his or her counsel, 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; provided that
no such assumption shall relieve the Company from its obligations hereunder and any obligations
shall thereafter be



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joint and several. This Agreement shall continue in effect regardless of whether the
Indemnitee continues to serve as a director or officer of the Company and/or on behalf of or at the
request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall
include a trustee, fiduciary, partner or manager or similar capacity) of another corporation,
limited liability company, partnership, joint venture, trust, association, employee benefit plan or
other enterprise. Neither this Agreement nor any duties or responsibilities pursuant hereto may be
assigned by the Company to any other person or entity without the prior written consent of the
Indemnitee.




     16. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable
and to give effect to the terms of this Agreement.



     17. Specific Performance, Etc. The parties recognize that if any provision of this
Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at
law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the
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 the Indemnitee may elect to pursue.



     18. Notices. All notices, requests, consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written document delivered in person
or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed to
such party at the address set forth below or such other address as may hereafter be designated on
the signature pages of this Agreement or in writing by such party to the other parties:



          (a) If to the Company, to:


Liberty Mutual Agency Corporation

175 Berkeley Street

Boston, Massachusetts 02117-0140

Attn: Chief Financial Officer



with a copy (which shall not constitute notice) to:








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Liberty Mutual Agency Corporation

175 Berkeley Street

Boston, Massachusetts 02117-0140

Attn: General Counsel




          (b) If to the Indemnitee, to the address set forth on Annex A hereto.


All such notices, requests, consents and other communications shall be deemed to have been given or
made if and when received (including by overnight courier) by the parties at the above addresses
(or at such other address for a party as shall be specified by like notice). Any notice delivered
by any party hereto to any other party hereto shall also be delivered to each other party hereto
simultaneously with delivery to the first party receiving such notice.




     19. Counterparts. This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the
same agreement. Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.



     20. Headings. The headings of the sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction or interpretation thereof.



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



[SIGNATURE PAGE FOLLOWS]




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



	 	 	 	 	 
	 	LIBERTY MUTUAL AGENCY CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 	 
	 	 	 
	 	[Indemnitee] 	 
	 	 	 
	 








 









 








Annex A




	 	 	 	 	 

	Name and Business Address	 	 
	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Attn:
	 	 	 	 
	Tel:

	 	 

	 	 
	Fax: