0001193125-10-171791 Sample Contracts

Contract
Officers’ Indemnification Trust Agreement • July 30th, 2010 • Microsoft Corp • Services-prepackaged software • California

This 2009 OFFICERS’ INDEMNIFICATION TRUST AGREEMENT (“Trust” or “Agreement”) is established as of July 28, 2009 [the “Effective Date”], between MICROSOFT CORPORATION, a Washington corporation (“Grantor”), and The Bank of New York Mellon Trust Company, N.A. (“Trustee”), whose address is700 South Flower Street, Suite 500, Los Angeles, California 90017, and, as an additional party, Charles H. Noski (the “Beneficiaries’ Representative”).

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AMENDED AND RESTATED
Indemnification Trust Agreement • July 30th, 2010 • Microsoft Corp • Services-prepackaged software • Washington

This AMENDED AND RESTATED 2003 INDEMNIFICATION TRUST AGREEMENT (“Trust” or “Agreement”) between MICROSOFT CORPORATION, a Washington corporation (“Grantor”), and The Bank of New York Mellon Trust Company, N.A. (successor-in-interest to BNY WESTERN TRUST COMPANY) (“Trustee”), whose address is 700 South Flower Street, Suite 500, Los Angeles, California 90017, and, as an additional party, Charles H. Noski (the “Beneficiaries’ Representative”) shall be effective as of the date of the receipt of the last Beneficiary consent necessary to constitute the consent of a majority of the living Beneficiaries.

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