Citigroup (C)

Indemnification

The Company provides reasonable directors’ and officers’ liability insurance for the Directors and shall indemnify the Directors to the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws.

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Table of Contents

Indemnification

The Company provides reasonable directors’ and officers’ liability insurance for the Directors and shall indemnify the Directors to the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws.

Indemnification

The Company provides reasonable directors’ and officers’ liability insurance for the Directors and shall indemnify the Directors to the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws.

INDEMNIFICATION

Section 10.1 Survival of Representations and Warranties and Covenants.

(a) The representations and warranties set forth in this Agreement and the right to commence any claim with respect thereto (other than the representations and warranties in Section 4.8(f), Section 4.20 and Section 5.18, which shall not survive the Closing), shall survive until the date that is 18 months following the Closing Date; provided that the representations and warranties contained in Sections 4.1, 4.2(a) and (b), 4.3, 4.13(a), 5.1, 5.2(a) and (b), 5.3, 5.11(a) and 5.20 shall survive indefinitely; provided, further, however, that in the event written notice of any claim for indemnification under Section 10.2(a) or 10.3(a) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the nature of such claim (including a reasonable specification of the legal and factual basis for such claim), the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is fully and finally resolved.

(b) This Section 10.1 shall not limit any covenant or agreement of the Parties contained in this Agreement which by its terms contemplates performance after the Closing, and shall not extend the applicability of any covenant or agreement of the Parties contained in this Agreement which by its terms relates only to a period between the date hereof and the Closing, provided that nothing herein shall restrict a Party’s right to commence any claim with respect to such covenant or agreement following the Closing.

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Section 10.2 Indemnification of Legg Mason. Subject to the terms of this Article X, from and after the Closing Date, Citigroup shall indemnify, defend, save and hold harmless Legg Mason and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Legg Mason Indemnified Parties”), from and against any and all:

(a) Losses resulting from or arising out of any breach by Citigroup of any representation or warranty in this Agreement (without regard to any CAM Material Adverse Effect or materiality qualifications, except for reference to the word “material” in the Sections set forth in Annex E hereto) other than the representations and warranties in Section 4.20;

(b) Losses resulting from or arising out of the failure by Citigroup to perform any of its covenants or agreements contained in this Agreement; and

(c) Losses resulting from or arising out of any investigation by a Governmental Authority of which Citigroup or any of its Affiliates or agents or representatives has notice, or any action, suit, proceeding, claim, demand or assessment made or brought by any Person, on or prior to the date of this Agreement, including any of the CAM Scheduled Matters;

(d) Losses resulting from or arising out of the failure of Citigroup or any of the CAM Subsidiaries to comply with AM Requirements of Law prior to the Closing in respect of the CAM Business;

(e) Losses resulting from or arising out of any of the Retained CAM Liabilities; and

(f) Losses resulting from or arising out of the breach or alleged breach of any CAM Advisory Contract with any True-Up CAM Advisory Client, by reason of the fact that the express terms of such Contract require written consent to assignment for which no such consent has been received.

Section 10.3 Indemnification of Citigroup. Subject to the terms of this Article X, from and after the Closing Date, Legg Mason shall indemnify, defend, save and hold harmless Citigroup and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Citigroup Indemnified Parties” and together with the Legg Mason Indemnified Parties, the “Indemnified Parties,” and each, an “Indemnified Party”) from and against any and all:

(a) Losses resulting from or arising out of any breach by Legg Mason of any representation or warranty in this Agreement (without regard to any PC/CM Material Adverse Effect or materiality qualifications, except for reference to the word “material” in the Sections set forth in Annex E hereto) other than the representations and warranties in Section 5.18;

(b) Losses resulting from or arising out of the failure by Legg Mason to perform any of its covenants or agreements contained in this Agreement;

(c) Losses resulting from or arising out of any investigation by a Governmental Authority of which Legg Mason or any of its Affiliates or agents or representatives has notice, or

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any action, suit, proceeding, claim, demand or assessment made or brought by any Person, on or prior to the date of this Agreement, including any of the PC/CM Scheduled Matters;

(d) Losses resulting from or arising out of any of the Retained PC/CM Liabilities; and

(e) Losses resulting from or arising out of the failure of Legg Mason or any of the Subsidiaries of Legg Mason to comply with PC/CM Requirements of Law prior to the Closing in respect of the PC/CM Business.

Section 10.4 Claims. Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Legg Mason Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Legg Mason (Citigroup or Legg Mason, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (a) describe such Third Party Claim in reasonable detail including the sections of this Agreement which form the basis for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (b) attach copies of all substantive written evidence thereof and (c) if possible, set forth an estimate of the amount of Losses that have been or may be sustained by an Indemnified Party; provided that such estimate shall not be binding or used in place of the actual amount of Losses subject to this Article X. The Indemnifying Party shall have 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under Requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Legg Mason Indemnified Parties or the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying

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Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Section 10.5 Limitations; Payments.

(a) Notwithstanding anything contained in this Agreement to the contrary, Citigroup shall not be (i) liable for any amounts for which the Legg Mason Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a) unless (A) a claim is timely asserted during the survival period specified in Section 10.1(a), (B) the amount of Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds $50,000 (aggregating all such Losses arising from substantially identical facts) and (C) the aggregate amount of all Losses for which the Legg Mason Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a) exceeds, on a cumulative basis, $40,000,000 (the “Citigroup Threshold”), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.2(a) to the extent indemnification payments thereunder would exceed in the aggregate $1,100,000,000 (the “Citigroup Indemnification Cap”). Notwithstanding anything contained in this Agreement to the contrary, in no event shall a Legg Mason Indemnified Party be entitled to indemnification under Section 10.2(a) in respect of the Losses subject to Section 10.2(c), and any amounts for which the Legg Mason Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(c), 10.2(d), 10.2(e) or 10.2(f) shall not count towards the Citigroup Threshold or the Citigroup Indemnification Cap.

(b) Notwithstanding anything contained in this Agreement to the contrary, Legg Mason shall not be (i) liable for any amounts for which the Citigroup Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.3(a), unless (A) a claim is timely asserted during the survival period specified in Section 10.1(a), (B) the amount of Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds $25,000 (aggregating all such Losses arising from substantially identical facts) and (C) the aggregate amount of all Losses for which the Citigroup Indemnified Parties are entitled to indemnification pursuant to Section 10.3(a) exceeds, on a cumulative basis, $20,000,000 (the “Legg Mason Threshold”), and then only the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.3(a) to the extent indemnification payments thereunder would exceed in the aggregate $550,000,000 (the

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“Legg Mason Indemnification Cap”). Notwithstanding anything contained in this Agreement to the contrary, in no event shall a Citigroup Indemnified Party be entitled to indemnification under Section 10.3(a) in respect of the Losses subject to Section 10.3(c), and any amounts for which the Citigroup Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.3(c), 10.3(d) or 10.3(e) shall not count towards the Legg Mason Threshold or the Legg Mason Indemnification Cap.

(c) Notwithstanding anything contained in this Agreement to the contrary, in the event that any fact, event or circumstance which results in an adjustment to the purchase price pursuant to Articles I or III hereof would also constitute a breach or inaccuracy of any of a Party’s representations, warranties, covenants or agreements under this Agreement or otherwise result in a Loss to the other Party, such Party shall have no obligation to indemnify any Legg Mason Indemnified Party or Citigroup Indemnified Party, as applicable, with respect to such breach or inaccuracy to the extent that (i) recovery for any such Loss would constitute a duplicative payment of amounts recovered as a purchase price adjustment pursuant to Articles I or III, (ii) such Loss was reflected as a liability on the CAM Final Closing Date Balance Sheet or PC/CM Final Closing Date Balance Sheet, as applicable, or (iii) such Loss was the subject of a dispute resolved as contemplated by Sections 3.1 and 3.2.

Section 10.6 Insurance; Tax Benefits.

(a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used its reasonable best efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered.

(b) Any indemnity payments made pursuant to Article X by any Indemnifying Party to an Indemnified Party and any Losses applied to the Citigroup Threshold or Legg Mason Threshold, as applicable, shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 10.6(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long-term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final

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determination (which shall include the execution of Form 870-AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within 10 days of such determination.

Section 10.7 Remedies Exclusive. Except as otherwise specifically provided herein (including Sections 6.17, 6.18, 6.19 and 10.9), the remedies provided in Article VIII and this Article X shall be the exclusive monetary remedies (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance to enforce any payment or performance due hereunder) of the Parties from and after the Closing in connection with any breach of a representation or warranty, or non-performance, partial or total, of any covenant or agreement contained herein.

Section 10.8 Mitigation. Each Indemnified Party or Tax Indemnified Party shall use its reasonable best efforts to mitigate any claim or liability that an Indemnified Party or Tax Indemnified Party asserts or may assert under this Article X or Article VIII, respectively. In the event that an Indemnified Party or Tax Indemnified Party shall fail to make such reasonable best efforts to mitigate any such claim or liability, then notwithstanding anything contained in this Agreement to the contrary, neither Citigroup nor Legg Mason, as the case may be, shall be required to indemnify any Indemnified Party or Tax Indemnified Party for that portion of any Losses or Taxes that would reasonably be expected to have been avoided if the Indemnified Party or Tax Indemnified Party had made such efforts.

Section 10.9 Tax Indemnification. Except as expressly provided in Article VIII or this Article X, this Article X shall not apply to indemnification with respect to Taxes.

Indemnification

The Company provides reasonable directors’ and officers’ liability insurance for the Directors and shall indemnify the Directors to the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws.