Indemnification Agreement between Insilco Holding Co. and KPMG LLP (April 1, 2002)

Summary

This agreement is between Insilco Holding Co. and KPMG LLP. Insilco agrees to indemnify KPMG for legal costs and expenses if KPMG faces legal action due to its audit report being included in Insilco's 2001 annual report. Insilco will reimburse KPMG monthly for such costs, except if KPMG is found guilty of malpractice or liable in a settlement. If KPMG is required to provide documents in legal proceedings not involving it, Insilco will also cover related costs. The agreement is effective upon Insilco's acceptance and signature.

EX-10.K 4 ex10k_11123.txt INDEMNIFICATION AGREEMENT EXHIBIT 10(k) ------------- April 1, 2002 Insilco Holding Co. 425 Metro Place North Dublin, OH 43017 Attention: Mr. David A. Kauer, President & Chief Executive Officer Insilco Holding Co. (the "Company") has requested that we consent to the inclusion of our report on the Company's consolidated financial statements as of December 31, 2000, and for the years ended December 31, 2000 and 1999 in the annual report on Form 10-K dated April 1, 2002. By agreeing to the terms of this letter, you agree to indemnify KPMG LLP ("KPMG") from certain risks inherent in including our audit report on the Company's consolidated financial statements as of December 31, 2000, and for the years ended December 31, 2000 and 1999 in the annual report on Form 10-K dated April 1, 2002. Specifically, you agree to indemnify and hold KPMG harmless against and from any and all legal costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) which we may incur in connection with our successful defense of any legal action or proceeding that may arise as a result of our consent to the inclusion of our report on the Company's consolidated financial statements in the annual report on Form 10-K dated April 1, 2002, whether brought under the federal securities laws or other statutes, state statute or common law, or otherwise. In the event KPMG incurs legal costs or expenses indemnified hereunder, you agree to reimburse KPMG for those costs as incurred on a monthly basis. KPMG shall not be indemnified, and shall refund to you, any amounts paid to it pursuant to this indemnification in the event there is court adjudication that we are guilty of professional malpractice, or in the event that KPMG becomes liable for any part of the plaintiff's damages by virtue of settlement. In the event KPMG is requested pursuant to subpoena or other legal process to produce its documents relating to the Company in judicial or administrative proceedings to which KPMG is not a party, the Company shall reimburse KPMG at standard billing rates for its professional time and expenses, including reasonable attorney's fees, incurred in responding to such requests. Please indicate your acceptance of these terms by signing and returning a copy of this letter to me. Very truly yours, KPMG LLP /S/ THOMAS C. DONOHOE - --------------------------- THOMAS C. DONOHOE PARTNER ACCEPTED: /S/ DAVID A. KAUER - --------------------------- DAVID A. KAUER Insilco Holding Co. David A. Kauer PRESIDENT & CHIEF EXECUTIVE OFFICER April 1, 2002 - --------------------------- Date