**(b)**otherwise to the fullest extent as may be provided to Agent by the Corporation under thenon-exclusivity provisions of the Code, the Charter and the Bylaws.     **4. Limitations on Additional Indemnity.**No indemnity pursuant to Section 3 hereof shall bepaid by the Corporation:          **(a)**on account of any claim against Agent for an accounting of profits made from the purchaseor sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) ofthe Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal,state or local statutory law;          **(b)**on account of Agent’s conduct that is established by a final judgment as knowinglyfraudulent or deliberately dishonest or that constituted willful misconduct;          **(c)**on account of Agent’s conduct that is established by a final judgment as constituting abreach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit oradvantage to which Agent was not legally entitled;          **(d)**for which payment is actually made to Agent under a valid and collectible insurance policyor under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of anyexcess beyond payment under such insurance, clause, bylaw or agreement;          **(e)**if indemnification is not lawful (and, in this respect, both the Corporation and Agenthave been advised that the Securities and Exchange Commission believes that indemnification forliabilities arising under the federal securities laws is against public policy and is, therefore,unenforceable and that claims for indemnification should be submitted to appropriate courts foradjudication); or          **(f)**in connection with any proceeding (or part thereof) initiated by Agent, or any proceedingby Agent against the Corporation or its directors, officers, employees or other agents, unless (i)such indemnification is expressly required to be made by law, (ii) the proceeding was authorized bythe Board of Directors of the Corporation, (iii) such indemnification is provided by theCorporation, in its sole discretion, pursuant to the powers vested in the Corporation under theCode, or (iv) the proceeding is initiated pursuant to Section 9 hereof.     **5. Continuation of Indemnity.**All agreements and obligations of the Corporation containedherein shall continue during the period Agent is a director, officer, employee or other agent ofthe Corporation (or is or was serving at the request of the Corporation as a director, officer,employee or other agent of another corporation, partnership, joint venture, trust, employee benefitplan or other enterprise) and shall continue thereafter so long as Agent shall be subject to anypossible claim or threatened, pending or completed action, suit or proceeding, whether civil,criminal, arbitrational, administrative or investigative, by reason of the fact that Agent wasserving in the capacity referred to herein.     **6. Partial Indemnification.**Agent shall be entitled under this Agreement to indemnification bythe Corporation for a portion of the expenses (including attorneys’ fees), witness fees, damages,judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legallyobligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereofeven if not entitled hereunder to indemnification for the total amount thereof, and the Corporationshall indemnify Agent for the portion thereof to which Agent is entitled.     **7. Notification and Defense of Claim.**Not later than thirty (30) days after Agent becomesaware, by written or other overt communication, of any pending or threatened litigation, claim orassessment, Agent will, if a claim in respect thereof is to be made against the Corporation underthis Agreement, notify the Corporation of such pending or threatened litigation, claim orassessment; but the omission so to notify the Corporation will not relieve it from any liabilitywhich it may have to Agent otherwise than under this
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Agreement. With respect to any such pending or threatened litigation, claim or assessment as towhich Agent notifies the Corporation of the commencement thereof:          **(a)**the Corporation will be entitled to participate therein at its own expense;          **(b)**except as otherwise provided below, the Corporation may, at its option and jointly withany other indemnifying party similarly notified and electing to assume such defense, assume thedefense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporationto Agent of its election to assume the defense thereof, the Corporation will not be liable to Agentunder this Agreement for any legal or other expenses subsequently incurred by Agent in connectionwith the defense thereof except for reasonable costs of investigation or otherwise as providedbelow. Agent shall have the right to employ separate counsel in such action, suit or proceeding butthe fees and expenses of such counsel incurred after notice from the Corporation of its assumptionof the defense thereof shall be at the expense of Agent unless (i) the employment of counsel byAgent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded, and sonotified the Corporation, that there is an actual conflict of interest between the Corporation andAgent in the conduct of the defense of such action or (iii) the Corporation shall not in fact haveemployed counsel to assume the defense of such action, in each of which cases the fees and expensesof Agent’s separate counsel shall be at the expense of the Corporation. The Corporation shall notbe entitled to assume the defense of any action, suit or proceeding brought by or on behalf of theCorporation or as to which Agent shall have made the conclusion provided for in clause (ii) above;and          **(c)**the Corporation shall not be liable to indemnify Agent under this Agreement for anyamounts paid in settlement of any action or claim effected without its written consent, which shallnot be unreasonably withheld. The Corporation shall be permitted to settle any action or claimexcept that it shall not settle any action or claim in any manner which would impose any penalty orlimitation on Agent without Agent’s written consent, which may be given or withheld in Agent’s solediscretion.     **8. Expenses.**The Corporation shall advance, prior to the final disposition of any proceeding,promptly following request therefor, all expenses incurred by Agent in connection with suchproceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if itshall be determined ultimately that Agent is not entitled to be indemnified under the provisions ofthis Agreement, the Charter, the Bylaws, the Code or otherwise.     **9. Enforcement.**Any right to indemnification or advances granted by this Agreement to Agentshall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) theclaim for indemnification or advances is denied, in whole or in part, or (ii) no disposition ofsuch claim is made within ninety (90) days of request therefor. Agent, in such enforcement action,if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting hisclaim. It shall be a defense to any action for which a claim for indemnification is made underSection 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section8 hereof, provided that the required undertaking has been tendered to the Corporation) thatAgent is not entitled to indemnification because of the limitations set forth in Section 4 hereof.Neither the failure of the Corporation (including its Board of Directors or its stockholders) tohave made a determination prior to the commencement of such enforcement action that indemnificationof Agent is proper in the circumstances, nor an actual determination by the Corporation (includingits Board of Directors or its stockholders) that such indemnification is improper shall be adefense to the action or create a presumption that Agent is not entitled to indemnification underthis Agreement or otherwise.     **10. Subrogation.**In the event of payment under this Agreement, the Corporation shall besubrogated to the extent of such payment to all of the rights of recovery of Agent, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Corporation effectively to bring suit to enforce such rights.     **11. Non-Exclusivity of Rights.**The rights conferred on Agent by this Agreement shall not beexclusive of any other right which Agent may have or hereafter acquire under any statute, provisionof the Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders ordirectors, or otherwise, both as to action in his official capacity and as to action in anothercapacity while holding office.
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     **12. Survival of Rights.**          **(a)**The rights conferred on Agent by this Agreement shall continue after Agent has ceased tobe a director, officer, employee or other agent of the Corporation or to serve at the request ofthe Corporation as a director, officer, employee or other agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure tothe benefit of Agent’s heirs, executors and administrators.          **(b)**The Corporation shall require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the business or assets of theCorporation, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that the Corporation would be required to perform if no such succession had takenplace.     **13. Separability.**Each of the provisions of this Agreement is a separate and distinctagreement and independent of the others, so that if any provision hereof shall be held to beinvalid or unenforceable for any reason, such invalidity or unenforceability shall not affect thevalidity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall beinvalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agentto the fullest extent provided by the Charter, the Bylaws, the Code or any other applicable law.     **14. Governing Law.**This Agreement shall be interpreted and enforced in accordance with thelaws of the State of Delaware.     **15. Amendment and Termination.**No amendment, modification, termination or cancellation of thisAgreement shall be effective unless in writing signed by both parties hereto.     **16. Identical Counterparts.**This Agreement may be executed in one or more counterparts, eachof which shall for all purposes be deemed to be an original but all of which together shallconstitute but one and the same Agreement. Only one such counterpart need be produced to evidencethe existence of this Agreement.     **17. Headings.**The headings of the sections of this Agreement are inserted for convenience onlyand shall not be deemed to constitute part of this Agreement or to affect the construction hereof.     **18. Notices.**All notices, requests, demands and other communications hereunder shall be inwriting and shall be deemed to have been duly given (i) upon delivery if delivered by hand to theparty to whom such communication was directed or (ii) upon the third business day after the date onwhich such communication was mailed if mailed by certified or registered mail with postage prepaid: **(a)** If to Agent, at the address indicated on the signature page hereof.  **(b)** If to the Corporation, to:    Titanium Asset Management Corp.777 E. Wisconsin AvenueMilwaukee, Wisconsin 53202-5310 USAAttention: Chief Executive Officer     or to such other address as may have been furnished to Agent by the Corporation.
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     **IN WITNESS WHEREOF,**the parties hereto have executed this Agreement on and as of the day andyear first above written.      **TITANIUM ASSET MANAGEMENT CORP.**