(c) The Company shall also indemnify the Indemnified Party if the Indemnified Party is made,or threatened to be made, a party to, or a participant in, an action by or in the right of theCompany to procure a judgment in its favor by reason of the fact that the Indemnified Party(including the Indemnified Party’s testator or intestate) is or was a director or officer of theCompany, or is or was serving at the request of the Company as a director or officer of any othercorporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust,employee benefit plan or other enterprise, against amounts paid in settlement and reasonableexpenses, including attorneys, fees, actually and necessarily incurred by the Indemnified Party inconnection with the defense or settlement of such action, or in connection with an appeal therein,if such Indemnified Party acted in good faith, for a purpose which such Indemnified Partyreasonably believed to be in, or, in the case of service for any other corporation or anypartnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, thebest interests of the Company. Notwithstanding the foregoing, no indemnification shall be made inrespect of (1) a threatened action, or a pending action which is settled or otherwise disposed of,or (2) any claim, issue or matter as to which the Indemnified Party shall have been adjudged to beliable to the Company, unless and only to the extent that the court in which the action wasbrought, or, if no action was brought, any court of competent jurisdiction determines uponapplication that, or independent legal counsel concludes in a written opinion that, in view of allthe circumstances, the Indemnified Party is fairly and reasonably entitled to indemnity for suchportion of the settlement amount and expenses as the court or such counsel deems proper.(d) For the purpose of this Agreement, the Company shall be deemed to have requested a personto serve an employee benefit plan where the performance by such person of his or her duties to theCompany also imposes duties on, or otherwise involves services by, such person to the plan orparticipants or beneficiaries of the plan. Excise taxes assessed on a person with respect to anemployee benefit plan pursuant to applicable law shall be considered fines; and action taken oromitted by a person with respect to an employee benefit plan in the performance of the IndemnifiedParty’s duties for a purpose reasonably believed by the Indemnified Party to be in the interest ofthe participants and beneficiaries of the plan shall be deemed to be for a purpose which is notopposed to the best interests of the Company.2. Successful Defense. If the Indemnified Party is successful, on the merits orotherwise, in the defense of a civil or criminal action or proceeding of the character described inSection 1, the Indemnified Party shall be entitled to indemnification as authorized in such Section1.3. Determination that Indemnification is Proper. Except as provided in Section 2, anyindemnification under Section 1 of this Agreement, unless ordered by a court, shall be made by theCompany, only if authorized in a specific case:(a) by the Board of Directors, acting by a quorum consisting of directors who are not partiesto such action, investigation or proceeding, upon a finding that the Indemnified Party has met thestandard of conduct set forth in Section 1;
 
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(b) if such a quorum is not obtainable or, even if obtainable, a quorum of disinteresteddirectors so directs:(1) by the Board of Directors upon the opinion in writing of independent legal counselthat indemnification is proper in the circumstances because the applicable standard ofconduct set forth in Section 1 has been met by the Indemnified Party, or(2) by the shareholders upon a finding that the Indemnified Party has met theapplicable standard of conduct set forth in such Section 1.4. Indemnification by Court Award.(a) Despite any contrary resolution of the Board of Directors or of the shareholders in aspecific case under Section 1, indemnification shall be awarded by a court to the extent authorizedunder Section 1 or Section 2. Any Indemnified Party may make application for indemnity under thisSection 4 in every case, either:(1) in the civil action or proceeding in which the expenses were incurred or otheramounts were paid, or(2) to a court of appropriate jurisdiction in a separate proceeding, in which case theapplication shall set forth the disposition of any previous application made to any courtfor the same or similar relief and also reasonable cause for the failure to makeapplication for such relief in the action or proceeding in which the expenses were incurredor other amounts were paid.(b) The application shall be made in such manner and form as may be required by the applicablerules of court or, in the absence thereof, by direction of a court to which it is made. Suchapplication shall be upon notice to the Company. The court may also direct that notice be given atthe expense of the Company to the shareholders and such other persons as it may designate in suchmanner as it may require.(c) Where indemnification is sought by judicial action, the court may allow a person suchreasonable expenses, including attorneys’ fees, during the pendency of the litigation as arenecessary in connection with his or her defense therein, if the court shall find that the defendanthas by his or her pleadings or during the course of the litigation raised genuine issues of fact orlaw.5. Advance Payment of Expenses. Unless the Board of Directors otherwise determinesfor good reason in a specific case, expenses incurred by the Indemnified Party in defending a civilor criminal action or proceeding shall be paid by the Company in advance of final disposition ofsuch action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Partyto repay such amount or an appropriate portion thereof if it is ultimately found, under theprocedure set forth in this Agreement, that the Indemnified Party is not entitled to anyindemnification or to indemnification to the full extent of the expenses advanced by the Company.
 
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6. Waiver of Claims. The Company hereby waives any claim or right of action theCompany might have against the Indemnified Party on account of any action taken by the IndemnifiedParty, or the failure of the Indemnified Party to take any action, in the performance of his or herduties with or for the Company; provided, that such waiver shall not extend to any matter inrespect of any fraud or dishonesty which may attach to the Indemnified Party.7. Survival; Preservation of Other Rights.(a) The foregoing provisions for indemnification and advancement of expenses shall not bedeemed to be affected by any amendment or repeal of any applicable law affecting indemnification ofdirectors and officers. This agreement may not be modified retroactively without the consent ofthe Indemnified Party.(b) The indemnification and advancement of expenses provided by this Agreement shall not bedeemed exclusive of any other rights to which the Indemnified Party may be entitled, whethercontained in a statute, the Memorandum of Association or Bye-laws of the Company or, whenauthorized by (i) a resolution of shareholders, (ii) a resolution of directors, (iii) an agreementproviding for such indemnification, or (iv) any insurance contract covering the Indemnified Party.8. Severability. If this Agreement or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then the Company shall nevertheless indemnify eachIndemnified Party as to costs, charges and expenses (including attorney’s fees), judgments, finesand amounts paid in settlement with respect to any action, suit or proceeding, whether civil,criminal, administrative or investigative, including an action by or in the right of the Company,to the fullest extent permitted by any applicable portion of this Agreement that shall not havebeen invalidated and to the fullest extent permitted by applicable law.9. Subrogation. In the event of payment of indemnification to the Indemnified Party,the Company shall be subrogated to the extent of such payment to any right of recovery theIndemnified Party may have and the Indemnified Party, as a condition of receiving indemnificationfrom the Company, shall execute all documents and do all things that the Company may deem necessaryor desirable to perfect such right of recovery, including the execution of such documents necessaryto enable the Company effectively to enforce any such recovery.10. No Duplication of Payments. The Company shall not be liable under this Agreementto make any payment in connection with any claim made against any Indemnified Party to the extentthe Indemnified Party has otherwise received payment (under any insurance policy, Bye-law,agreement, statute or otherwise) of the amounts otherwise payable as indemnity hereunder.11. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of New York (without giving effect any choice of law principles).
 
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12. Submission to Jurisdiction. The parties hereto irrevocably submit to thenon-exclusive jurisdiction of (x) any New York State or federal court sitting in New York, New York(each a “New York Court”) and (y) any appellate court to which an appeal may be taken froma judgment of any New York Court, in any suit, action or proceeding arising out of or relating tothis Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of thisAgreement may be heard and determined in such New York Court. A final judgment in any such suit,action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on thejudgement or any other manner provided by law.13. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original and all of which together shall be deemed to be one and the sameinstrument.[Signature page follows.]
 
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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on and as of the day andyear first above written.         **PRIMUS GUARANTY, LTD.**           By:         (Authorized Signatory)                [DIRECTOR/OFFICER]  
 
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