Assumption of Beneficiaries Representative Obligation Under Amended and Restated Directors Indemnification Trust
ASSUMPTION OF BENEFICIARIES’ REPRESENTATIVE
OBLIGATIONS UNDER AmendED AND RESTATED DIRECTORS’ Indemnification Trust Agreement
A.Microsoft Corporation (the “Company”) is a party to that certain Amended and Restated Directors’ Indemnification Trust Agreement dated as of June 30, 2016 (the “Directors’ Trust Agreement”), by and between Microsoft, as Grantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, and as an additional party, Charles H. Noski, as the Beneficiaries’ Representative pertaining to certain director indemnification obligations of the Company.
B.Charles H. Noski retired from the Company’s Board of Directors effective December 4, 2019 and has also resigned as the Beneficiaries Representative effective with his retirement.
C.Hugh F. Johnston has agreed to serve as the successor Beneficiaries’ Representative under the Directors’ Trust Agreement.
D.The Company’s Board of Directors has appointed Hugh F. Johnston as the successor Beneficiaries Representative under the Directors’ Trust Agreement effective December 4, 2019.
NOW, THEREFORE, Hugh F. Johnston, as successor Beneficiaries Representative under the Directors’ Trust Agreement, agrees to assume and become bound by all of the duties and responsibilities of a Beneficiaries’ Representative under the Director’s Trust Agreement.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Additional Party has executed this Joinder as of the 4th day of December, 2019.
/s/ Hugh F. Johnston
HUGH F. JOHNSTON
Acknowledged and Accepted:
/s/ Keith R. Dolliver
Name: Keith R. Dolliver
Title: Assistant Secretary