Common use of Amount Increased or Contested Clause in Contracts

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. (1) The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Corporation in writing of any claim by the IRS Internal Revenue Service or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. . (2) The Executive shall give such notice as soon as practicable, but no later than 10 ten business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure by the Executive to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Corporation’s obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. the Corporation. (3) The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Corporation (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ the Corporation any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇the Corporation; (iii) cooperate with ▇▇▇▇▇▇▇▇ the Corporation in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ the Corporation to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. . (4) Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. . (5) The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Corporation shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Corporation directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis basis, and shall indemnify the Executive, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the IRS or ▇▇▇ ▇▇ other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice shall n▇▇▇▇▇ ▇▇all include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Stilwell's obligations under this Parag▇▇▇▇ ▇ ▇▇▇▇▇'▇ obligations under this Paragraph 7 only y if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such claim ▇▇▇▇ ▇▇▇im less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Stilwell (or, if sooner, the date on which payment wh▇▇▇ ▇▇▇▇ent of such claim is due). If Stilwell notifies the Executive in writ▇▇▇ ▇▇▇▇▇▇▇▇ notifies the Executive in writing before re the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇Stilwell any information that it reason▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇Stilwell reasonably requests in writing ▇▇▇▇ reasonably requests in writing from time ▇▇me to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with coopera▇▇▇▇▇ ▇▇▇▇ Stilwell in good faith to contest such claim▇▇▇im; and (iv) permit ▇▇▇▇▇▇▇▇ Stilwell to participate in any proceedings proceedi▇▇▇ relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Stilwell shall bear and pay directly all costs direct▇▇ ▇▇▇ ▇osts and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Stilwell shall control all proceedings in ▇▇ connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any i▇ ▇ny permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇r, that if Stilwell directs the Executive to pay s▇▇▇ ▇▇▇▇m and sue for a refund, Stilwell shall advance the advanc▇ ▇he amount of such payment su▇▇ ▇▇▇▇▇nt to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-Gross- up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executive, on an interest-interest- free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Corporation in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Corporation's obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Corporation. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Corporation (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ the Corporation any information that it reasonably requests relating to such claim;, (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Corporation, (iii) cooperate with ▇▇▇▇▇▇▇▇ the Corporation in good faith to contest such claim; , and (iv) permit ▇▇▇▇▇▇▇▇ the Corporation to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Corporation shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Corporation directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCorporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇s▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇s▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of (i) any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Executive of Excise Taxes in respect of Potential Parachute Payments or (ii) of any intention by Executive to pay any Excise Taxes in respect of Potential Parachute Payments notwithstanding the absence of such a Gross-up Paymentclaim. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such 30-day period that it the Company desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, including accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iii) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (iv) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify Railway ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation representa- tion with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The Executive ▇▇ecutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment payme▇▇ to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify KCSL ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSL of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSL's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSL. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSL (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSL notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSL any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSL reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSL; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSL in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSL to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSL shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSL shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSL shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSL directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSL shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSL's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim c▇▇▇m in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇KCSI shall adva▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual Exhibit 10.16 knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the IRS or other taxing authority thatauthori▇▇ ▇▇▇▇, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice shall include the nature of such natur▇ ▇▇ ▇▇▇h claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Stilwell's obligations under this Paragraph 7 only if and to the extent that ex▇▇▇▇ ▇▇▇▇ such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to thirty (30) ▇▇▇▇▇▇▇▇ days after Executive gives such notice to Stilwell (or, if sooner, the date on which payment of such claim is due). If ▇▇▇). ▇▇▇▇▇ f Stilwell notifies the Executive in writing before the expiration of such period suc▇ ▇▇▇▇▇▇ that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Stilwell any information that it reasonably requests relating to such relat▇▇▇ ▇▇ ▇uch claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Stilwell reasonably requests in writing from time to time, including▇▇▇▇▇▇▇ng, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with Stilwell ▇▇▇▇▇ ▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Stilwell to participate in any proceedings relating to such claimsuc▇ ▇▇▇▇▇; provided, however, that ▇▇▇▇▇▇▇▇ Stilwell shall bear and pay directly all costs and expenses expense▇ (including ▇▇▇▇▇ding additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Stilwell shall control all proceedings in connection with such contest ▇▇▇▇ ▇▇▇test and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible mannerm▇▇▇er. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if Stilwell direc▇▇ Executive to pay such claim and sue for a ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Stilwell shall advance the amount of such payment suc▇ ▇ayment to the ExecutiveExecu▇▇▇▇, on ▇▇ an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect issu▇▇ ▇▇▇▇ ▇▇spect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇the Company; (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a ▇▇▇▇▇▇▇▇’▇ Corporation 73 court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the ▇▇▇ claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇KCSI shall adva▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-Gross- up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify the Company ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇the Company; (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the ▇▇ ▇▇▇ IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice ▇▇▇▇ ▇▇tice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Stilwell's obligations under thi▇ ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph h 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such n▇▇ ▇▇▇ ▇uch claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Stilwell (or, if sooner, the date on which dat▇ ▇▇ ▇▇▇ch payment of such claim is due). If Stilwell notifies the Executive ▇▇ ▇▇▇▇▇▇▇▇ notifies the Executive in writing ng before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Stilwell any information that it ▇▇▇▇▇▇▇▇ any information that it reasonably bly requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇Stilwell reasonably requests in ▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Stilwell; (iii) ▇▇▇▇▇▇▇te with Stilwell in good faith to contes▇ ▇▇▇▇ claim; and (iv) permit Stilwell to participate in any p▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings gs relating to such claim; provided, however, that Stilwell shall bear and pay ▇▇▇▇▇▇▇▇ shall bear and pay directly y all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇Stilwell shall control all proce▇▇▇▇▇▇ shall control all proceedings in ▇n connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim ▇▇▇im in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if provid▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇ver, that if Stilwell directs the Executive t▇ ▇▇▇ ▇▇ch claim and sue for a refund, Stilwell ▇▇▇▇ shall ll advance the amount of such amoun▇ ▇▇ ▇▇▇h payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇s▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such 8 contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇s▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify KCSI in ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The ▇he Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ KCSI shall advance the amount of such payment to the t▇▇ Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCS in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCS of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCS’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCS. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCS (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCS notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCS any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCS reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCS; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCS in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCS to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCS shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇s▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCS shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCS directs the Executive to pay such claim and ▇s▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCS shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCS’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Exhibit 10.15 Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSI (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSI; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSI in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSI to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the contes▇ ▇he claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSI shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSI directs the Executive to pay such claim and ▇▇▇ sue for a refund, KCSI shall ad▇▇▇▇▇▇▇▇ shall advance ce the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. (1) The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Corporation in writing of any claim by the IRS Internal Revenue Service or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. . (2) The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure by the Executive to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Corporation's obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. the Corporation. (3) The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Corporation (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ the Corporation any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇the Corporation; (iii) cooperate with ▇▇▇▇▇▇▇▇ the Corporation in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ the Corporation to participate in any proceedings relating to such claim; providedPROVIDED, howeverHOWEVER, that ▇▇▇▇▇▇▇▇ the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. . (4) Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. . (5) The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Corporation shall determine; providedPROVIDED, howeverHOWEVER, that if ▇▇▇▇▇▇▇▇ if: (i) the Corporation directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax , income tax or income employment tax, including related interest or penalties, imposed with respect to such advance; and further provided and, FURTHER PROVIDED; (ii) that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCorporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) i. give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) . take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) . cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) . permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇s▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇s▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim ▇▇▇im in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the IRS or other taxing authority thatauthorit▇ ▇▇▇▇, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice shall include the nature of such ▇▇ ▇▇▇▇ claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Stilwell's obligations under this Paragraph 7 only if and to the extent that such ext▇▇▇ ▇▇▇▇ ▇uch failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇thirty (30) c▇▇▇▇▇▇▇ days after Executive gives such notice to Stilwell (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇). ▇▇ Stilwell notifies the Executive in writing before the expiration of such period ▇▇▇▇▇▇ that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Stilwell any information that it reasonably requests relating to such relati▇▇ ▇▇ ▇▇ch claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Stilwell reasonably requests in writing from time to time, including▇▇▇▇▇▇▇▇g, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with Stilwell ▇▇▇▇▇ ▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Stilwell to participate in any proceedings relating to such claim▇▇▇▇▇; provided, however, that ▇▇▇▇▇▇▇▇ Stilwell shall bear and pay directly all costs and expenses (including ▇▇▇▇▇▇ing additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Stilwell shall control all proceedings in connection with such contest s▇▇▇ ▇▇▇▇est and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The ma▇▇▇r. Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if Stilwell direct▇ Executive to pay such claim and sue for a ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Stilwell shall advance the amount of such payment ▇▇yment to the ExecutiveExecut▇▇▇, on ▇▇ an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect ▇▇▇pect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. ma▇▇▇r. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such s▇▇▇ payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCSL in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCSL of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCSL's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCSL. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCSL (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCSL notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCSL any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCSL reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCSL; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCSL in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCSL to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCSL shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCSL shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCSL shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCSL directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCSL shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSL's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and; (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority Internal Revenue Service that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a the Gross-up Up Payment. Such notice notification shall include be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is due requested to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 days after prior to the Executive expiration of the 30-day period following the date on which it gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, or such shorter period ending on the date on which that any payment of taxes with respect to such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests requested by the Company relating to such claim;, (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iii) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith in order effectively to contest such claim; , and (iv) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-after- tax basis, for any Excise Tax or income tax, tax (including related interest and penalties, penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoingforegoing provisions of this Section 5(c), ▇▇▇▇▇▇▇▇ the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The , and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executiveand hold Executive harmless, on an after-tax basis, for from any Excise Tax or income tax, tax (including related interest or penalties, penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellFurthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-up Up Payment would be payable. The payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or any other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Employer in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Employer of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Employer's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Employer. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Employer (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Employer notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) a. give ▇▇▇▇▇▇▇▇ the Employer any information that it reasonably requests relating to such claim;, (ii) b. take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Employer reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Employer, (iii) c. cooperate with ▇▇▇▇▇▇▇▇ the Employer in good faith to contest such claim; , and (iv) d. permit ▇▇▇▇▇▇▇▇ the Employer to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Employer shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Employer shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Employer directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Employer shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellEmployer's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The Executive ▇▇▇cutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to paymen▇ ▇o the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, days after the Executive first obtains actual knowledge of such claimclaims; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article VII only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of reasonable costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis basis, and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the cla▇▇ ▇▇ ▇▇e IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such ▇▇▇▇ notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Stilwell's obligations under t▇▇▇ ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph aph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay ▇▇▇ ▇▇▇ such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Stilwell (or, if sooner, the date on which d▇▇▇ ▇▇ ▇hich payment of such claim is due). If Stilwell notifies the Executiv▇ ▇▇ ▇▇▇▇▇▇▇▇ notifies the Executive in writing ting before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Stilwell any information that ▇▇ ▇▇▇▇▇▇▇▇ any information that it reasonably nably requests relating to such claim; (ii) take such action in connection with contesting such claim as Stilwell reasonably requests i▇ ▇▇▇▇▇▇▇▇ reasonably requests in writing g from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Stilwell; (iii) ▇▇▇▇▇rate with Stilwell in good faith to cont▇▇▇; (iii) cooperate with ▇▇▇▇▇ ▇▇▇▇ in good faith to contest such claim; and (iv) permit Stilwell to participate in any ▇▇▇▇▇▇▇▇ to participate in any proceedings ings relating to such claim; provided, however, that Stilwell shall bear and p▇▇ ▇▇▇▇▇▇▇▇ shall bear and pay directly tly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Stilwell shall control all pro▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim th▇ ▇laim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Stilwell shall determine; prov▇▇▇▇, ▇▇wever, that if Stilwell directs the Executive ▇▇ ▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ sue for a refund, Stilwel▇ ▇▇▇▇▇hall advance the amo▇▇▇ shall advance the amount of such ▇▇ ▇uch payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify Railway ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Railway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Railway (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Railway; (iii) cooperate with ▇▇▇▇▇▇▇▇ Railway in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Railway to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The ▇he Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Railway shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ Railway directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ Railway shall advance the amount of such payment paym▇▇▇ to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the IRS or other taxing authority thatauthorit▇ ▇▇▇▇, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice shall include the nature of such ▇▇ ▇▇▇▇ claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Stilwell's obligations under this Paragraph 7 only if and to the extent that such ext▇▇▇ ▇▇▇▇ ▇uch failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇thirty (30) c▇▇▇▇▇▇▇ days after Executive gives such notice to Stilwell (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇). ▇▇ Stilwell notifies the Executive in writing before the expiration of such period ▇▇▇▇▇▇ that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ Stilwell any information that it reasonably requests relating to such relati▇▇ ▇▇ ▇▇ch claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Stilwell reasonably requests in writing from time to time, including▇▇▇▇▇▇▇▇g, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with ▇▇▇▇Stilwell in good f▇▇▇▇ in good faith to ▇▇ contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Stilwell to participate in any proceedings relating to such claim▇▇▇▇▇; provided, however, that ▇▇▇▇▇▇▇▇ Stilwell shall bear and pay directly all costs and expenses (including ▇▇▇▇▇▇ing additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Stilwell shall control all proceedings in connection with such contest s▇▇▇ ▇▇▇▇est and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if Stilwe▇▇ ▇▇▇▇▇ts Executive to pay such claim and sue for a ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ Stilwell shall advance the amount of such payment ▇▇yment to the ExecutiveExecut▇▇▇, on ▇▇ an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues ▇▇sues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇. The Executive shall not pay such claim less than 30 thirty (30) calendar days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) cooperate with ▇▇▇▇▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's ▇▇▇▇▇▇▇▇'▇ control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) a. give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (ii) b. take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇; (iii) the Company, c. cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (iv) d. permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ KCS in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ KCS of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ KCS’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇KCS. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ KCS (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ KCS notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give ▇▇▇▇▇▇▇▇ KCS any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ KCS reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇KCS; (iii) cooperate with ▇▇▇▇▇▇▇▇ KCS in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ KCS to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ KCS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ KCS shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ KCS shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ KCS directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ KCS shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCS’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, days after the Executive first obtains actual knowledge of such claimclaims; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company's obligations under this Paragraph 7 Article VII only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇;the Company, (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; , and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of reasonable costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner. The T▇▇ Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ sue for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment pay▇▇▇t to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇Stilwell in writing of any c▇▇▇▇ in writing of any claim by ▇▇ the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such ▇▇▇▇ notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Stilwell's obligations under ▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ obligations under this Paragraph raph 7 only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay shal▇ ▇▇▇ ▇▇y such claim less than 30 days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Stilwell (or, if sooner, the date on th▇ ▇▇▇▇ ▇n which payment of such claim is due). If ▇▇▇▇▇Stilwell notifies the Execut▇▇▇ notifies the Executive in writing ▇▇ ▇riting before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Stilwell any information that ▇▇ ▇▇▇▇▇▇▇▇ any information that it reasonably sonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Stilwell reasonably requests ▇▇ ▇▇▇▇▇▇▇▇ reasonably requests in writing ting from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with c▇▇▇▇▇▇▇▇ with Stilwell in good faith to contest such conte▇▇ ▇▇▇▇ claim; and (iv) permit Stilwell to participate in any ▇▇▇▇▇▇▇▇ to participate in any proceedings dings relating to such claim; provided, however, that ▇▇▇Stilwell shall bear and pay dir▇▇▇▇▇ shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Stilwell shall control all pro▇▇▇▇▇▇▇▇ shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest contes▇ the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Stilwell shall determine; prov▇▇▇▇, ▇owever, that if Stilwell directs the Exe▇▇▇▇▇▇ shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ directs the Executive to pay such claim and ▇▇▇ sue for a refund, Stilwell ▇hall advance t▇▇ ▇▇▇▇▇▇▇▇ shall advance the amount nt of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ Stilwell in writing of any claim by the IRS or other taxing authority authorit▇ that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ Stilwell of a Gross-up Payment. Such notice shall include the nature t▇▇ ▇▇▇▇▇e of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ Stilwell's obligations under this Paragraph 7 only if and to the extent t▇ ▇▇▇ ▇▇▇▇nt that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇Stilwell. The Executive shall not pay such claim less than 30 thirty (30) calendar days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ Stilwell (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ ▇▇ due). If Stilwell notifies the Executive in writing before the expiration of such expiratio▇ ▇▇ ▇▇▇h period that it desires to contest such claim, the Executive shall: (i) give Stilwell any information that it reasonably reques▇▇ ▇▇▇▇▇▇▇▇ any information that it reasonably requests relating ing to such claim; (ii) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ Stilwell reasonably requests in writing from time to time▇▇ ▇▇▇▇, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇Stilwell; (iii) cooperate with Stilwell ▇▇▇▇▇ ▇▇▇▇ in good faith to contest such claim; and (iv) permit ▇▇▇▇▇▇▇▇ Stilwell to participate in any proceedings relating to such relatin▇ ▇▇ ▇▇▇h claim; provided, however, that ▇▇▇▇▇▇▇▇ Stilwell shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ Stilwell shall control all proceedings in connection with connecti▇▇ ▇▇▇▇ such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible permi▇▇▇ble manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ Stilwell shall determine; provided, however, that if ▇▇ ▇▇▇▇▇▇▇▇ ell directs the Executive to pay such claim and ▇▇▇ sue for a refund, Stilwell shall advance the amoun▇ ▇f such payment to ▇▇▇▇▇▇▇▇ shall advance the amount of such payment to the Executivetive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- ▇▇▇▇▇▇▇▇ the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by ▇▇▇▇▇▇▇▇ the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect ▇▇▇▇▇▇▇▇'▇ the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to ▇▇▇▇▇▇▇▇the Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to ▇▇▇▇▇▇▇▇ the Company (or, if sooner, the date on which payment of such claim is due). If ▇▇▇▇▇▇▇▇ the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give ▇▇▇▇▇▇▇▇ the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as ▇▇▇▇▇▇▇▇ the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ▇▇▇▇▇▇▇▇the Company; (iiic) cooperate with ▇▇▇▇▇▇▇▇ the Company in good faith to contest such claim; and (ivd) permit ▇▇▇▇▇▇▇▇ the Company to participate in any proceedings relating to such claim; provided, however, that ▇▇▇▇▇▇▇▇ the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, ▇▇▇▇▇▇▇▇ the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ▇▇▇▇▇▇▇▇ the Company shall determine; provided, however, that if ▇▇▇▇▇▇▇▇ the Company directs the Executive to pay such claim and ▇▇▇ for a refund, ▇▇▇▇▇▇▇▇ the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.