The Company agree s to indemnify the Executive in his capacity as an officer of the Company .  In addition, to the extent that the Executive serves at the request of the Company as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Company .  Indemnification pursuant to this Section 2 2 shall be subject to and administered in accordance with the charte r or b y-laws of the Company , as amended from time to time; provided , however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or b y-laws of the Company as of the date of this Agreement.  Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.