MICROSOFT CORP
TRUST AGREEMENT WITH FIRST INTERSTATE BANK OF WASH
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>dex108.txt
<DESCRIPTION>TRUST AGREEMENT WITH FIRST INTERSTATE BANK OF WASH
<TEXT>
<PAGE>

                                                                    Exhibit 10.8

                                TRUST AGREEMENT


         This TRUST AGREEMENT is made on June 1, 1993, between MICROSOFT
CORPORATION, a Delaware corporation ("Grantor"), and FIRST INTERSTATE BANK OF
WASHINGTON, N.A. ("Trustee"), whose address is P.O. Box 21927, Seattle,
Washington 98111, and William G. Reed, Jr. (the initial "Beneficiaries'
Representative").

         WHEREAS Grantor has agreed to indemnify "Beneficiaries" as defined in
Section 1.1, including but not limited to the Directors and certain executive
officers listed in Exhibit A, in accordance with its statutory and contractual
obligations, including, but not limited to, those assumed in indemnification
agreements in the form attached as Exhibit B to this Agreement or such other
forms of indemnification agreement as may be entered into between Grantor and
Beneficiaries; and

         WHEREAS Grantor desires to create a trust (the "Trust") to fund its
obligations for indemnification of the foregoing directors and officers.

         NOW, THEREFORE, the Trustee accepts the trust created hereby and agrees
that it will hold all property which it may receive hereunder, IN TRUST, for the
purposes and upon the terms and conditions hereinafter stated and Grantor and
Trustee agree as follows:

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                                    ARTICLE I

                            THE BENEFICIARIES AND THE

                          BENEFICIARIES' REPRESENTATIVE

         1.1  The Beneficiaries. All present and future members of the Board
of Directors or executive officers of Grantor who are specifically given the
benefits of this Trust Agreement pursuant to an indemnification agreement
substantially similar to the form attached as Exhibit B shall be
"Beneficiaries" of the Trust, provided, however, that if there is a "Change in
Control" of Grantor no officers or directors elected or appointed after or in
connection with such Change in Control shall be entitled to be Beneficiaries
who were not Beneficiaries prior to such Change in Control. For purposes of this
Agreement, the term "Change of Control" shall mean (a) a tender offer or
exchange offer where the purpose of such offer is to take over and control the
Company and such offer is accepted by owners of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding voting securities, (b) the Company is merged or consolidated with
another corporation and as a result of such merger or consolidation less than
50% of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former stockholders of
the Company, (c) the Company transfers substantially all of its assets to
another corporation which is not a wholly owned subsidiary of the Company, or
(d) during any period of twelve consecutive months, individuals who at the
beginning of such twelve month period were directors of the Company cease for
any reason to

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constitute at least a majority of the Board of Directors of the Company. The
Beneficiaries' Representative shall promptly notify the Trustee of a Change in
Control. A list of the Beneficiaries as of the date of this Agreement is annexed
hereto as Exhibit A. Any individual who is or becomes a Beneficiary shall remain
so despite his resignation, removal, or other failure to continue to be an
officer or member of the Board of Directors during the term of this Agreement.

     1.2 New Beneficiaries. If an individual not listed in Exhibit A is duly
elected to the Board of Directors of Grantor or appointed as an executive
officer, Grantor agrees to notify the Trustee promptly of such election or
appointment by delivering to the Trustee an updated Exhibit A which has been
certified by the Secretary of Grantor to be accurate and to have been prepared
in good faith. The Trustee shall have the right to rely on the accuracy and
completeness of the most recent Exhibit A so provided.

     1.3 Beneficiaries' Representative. All communications or demands made by
and among the Trustee and the Beneficiaries are to be made through the
individual then designated as the Beneficiaries' Representative. The
Beneficiaries' Representative shall have the exclusive right to make demands
from time to time on the Trustee to direct payment to one or more of the
Beneficiaries.

     1.4 Identity of Beneficiaries' Representative. The Beneficiaries'
Representative shall be a present or past non-employee director of Grantor,
designated in writing to the Trustee

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and Grantor by a majority of the then living past and present nonemployee
directors who are Beneficiaries under this Agreement. The Trustee and Grantor
shall be entitled to rely on the original appointment of that individual as the
Beneficiaries' Representative unless notified in writing of a change in the
Beneficiaries' Representative, which writing must be signed by at least a
majority of the then living past and present nonemployee directors who are
Beneficiaries under this Agreement. The Trustee shall then be entitled to rely
on such subsequent appointment as of the date such writing is received by the
Trustee. The Trustee shall be entitled to rely on the accuracy and completeness
of a written list delivered to the Trustee by Grantor, and certified by the
Secretary of Grantor to be accurate and to have been prepared in good faith,
identifying the individuals who constitute the then living past and present
nonemployee directors who are Beneficiaries under this Agreement. In the absence
of an effective appointment of a Beneficiaries' Representative, the Trustee or
any Beneficiary may, after ten days' written notice to all Beneficiaries,
petition a court of competent jurisdiction at the expense of the Trust for
appointment of a Beneficiaries' Representative who need not be a Beneficiary (if
none are willing or able to serve), but shall in no event be an officer or
director elected or appointed after a Change in Control who was not a
Beneficiary prior to such Change in Control. The designation or appointment of a
successor Beneficiaries' Representative shall become effective only upon the
execution of a counterpart of this Trust Agreement whereby such successor
Beneficiaries'

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Representative shall assume and become bound by all the duties and
responsibilities under this Trust Agreement and each indemnification agreement
covered by this Trust Agreement.

         1.5 Right of Beneficiaries to Receive Payments. The rights of the
Beneficiaries to demand and receive distributions from the Trustee shall not be
affected or diminished in any way by the existence of any dispute between
Beneficiaries and Grantor, and the Trustee shall be entitled to rely upon the
simple demand of the Beneficiaries' Representative pursuant to Section 2.7 in
making distributions from the Trust Fund. Such distributions shall be made
notwithstanding any notice or demand by or on behalf of Grantor that the
distributions should not be made, whether based on Grantor's claim that any
Beneficiary is not entitled to some or all of the amount of such distributions
or otherwise. The Trustee shall have no responsibility or liability to Grantor
for making any payment despite having received any such notice or demand by or
on behalf of Grantor. The Trustee shall have no responsibility to inquire into
the accuracy or truthfulness of any such notice or demand, whether from the
Grantor or the Beneficiaries' Representative.

                                   ARTICLE II

                                 THE TRUST FUND

         2.1 Trust Fund. The Trustee shall hold all property received by it
hereunder as one fund which, together with the income and gains therefrom and
additions thereto, shall constitute the Trust Fund.

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          2.2 Minimum Balance.  Grantor hereby delivers to the Trustee the sum
 of $7,000,000 in cash (the "Minimum Balance"), the receipt of which is hereby
 acknowledged by the Trustee, to be held IN TRUST in accordance with the terms
 of this Agreement. Nothing contained herein shall preclude Grantor from making
 additional deliveries of funds from time to time to the Trustee, whether
 required under the terms of this Agreement or not, to be held IN TRUST as part
 of the Trust Fund.

          2.3 Maintenance of Minimum Balance. The Trustee agrees to provide
monthly reports to Grantor and the Beneficiaries' Representative showing the
current fair market value of the Trust Fund. If any such report shows that the
current fair market Value of the Trust Fund is less than the Minimum Balance,
then within ten days after such report, Grantor agrees to deliver cash funds to
the Trustee equal to the difference between the fair market value of the Trust
Fund and the Minimum Balance so that the thrust fund balance is at least equal
to the Minimum Balance. Notwithstanding the foregoing, Grantor shall have no
obligation to make payments to the Trustee in excess of $100,000,000 over the
term of this Trust Agreement.

          2.4 Additional Contributions. Subject to the aggregate limitations of
$100,000,000 for all Beneficiaries as set forth in Section 2.3, Grantor further
agrees to make additional contributions to the Trust Funds within ten (10) days
after receipt of a written request from the Beneficiaries' Representative
certifying in good faith that Claims have or are reasonably expected to be
asserted against Beneficiaries and that

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estimated Losses and Expenses for all pending, threatened or anticipated
Claims against all the Beneficiaries are reasonably expected to exceed the then
Trust Fund balance. A copy of such written certification shall be provided to
the Trustee at the same time and in the same manner as it is provided to
Grantor. Such written certification shall be accompanied by an opinion of
independent counsel to the effect that based on the information made known to
such counsel that the Claims are not Excluded Claims and that the amount
requested is reasonable. Independent counsel shall be selected by the
Beneficiaries' Representative and shall have no present or past professional
relationship to the Beneficiaries who are the subject of the Claims. The terms
"Claims," "Losses," "Expenses" and "Excluded Claims" shall have the same
meaning as defined in the Indemnification Agreement attached as Exhibit B.

          2.5 Excess Balance. If the fair market value of the Trust Fund shall
exceed the Minimum Balance, plus any additional contributions which continue to
be required pursuant to Section 2.4, Grantor shall be entitled to withdraw an
amount equal to the excess over the Minimum Balance with the written consent of
the Beneficiaries' Representative.

          2.6 Direction of Investment. Notwithstanding anything contained
herein to the contrary, Grantor retains the right to direct the investment of
the Trust Fund and the Trustee shall have no duty to review or recommend
investments. In the event the Trustee is required to make a distribution
pursuant to Section 2.7 hereof at a time when the Trust Fund has insufficient
cash to

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cover such distribution, the Trustee shall seek the advice of the Grantor with
regard to which Trust investments to liquidate in order to cover the required
distribution; if the Grantor does not respond to the Trustee's inquiry within
forty-eight (48) hours the Trustee shall use its discretion in choosing which
investments to liquidate.

           2.7 Distributions From Trust Fund. The Trustee shall make
distributions to a Beneficiary from the Trust Fund only upon demand of the
Beneficiaries' Representative. Each such demand shall be submitted to the
Trustee, in writing, signed by the Beneficiaries' Representative, and shall
state (i) that such demand is being made pursuant to an indemnification
agreement between Grantor and the Beneficiary, (ii) that the demand is for
satisfaction of indemnification obligations and the amount being demanded by a
Beneficiary, (iii) that, pursuant to the Indemnification agreement, the
Beneficiary has certified that he or she is entitled to payment of at least the
amount demanded, (iv) that the Beneficiary has previously made demand for
payment upon Grantor, and (v) that no part of the amount then being demanded
from the Trust Fund has been previously received from the Grantor. A copy of
each demand shall be delivered to Grantor by the Trustee. As soon as practicable
after such demand is made by the Beneficiaries' Representative, subject to the
provisions of Section 1.5, the Trustee shall distribute funds to the Beneficiary
specified in such demand in the amount and manner set forth therein. If the
Trustee does not have sufficient funds to satisfy all pending demands of
Beneficiaries in full, the Trustee shall

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make all reasonable efforts to make pro rata payments, less any amounts due the
Trustee, to the Beneficiaries as specified by the Beneficiaries' Representative.
Upon the replenishment of the Trust Fund, in accordance with Section 2.3, the
Trustee shall continue to make pro rata distributions, less any amounts due the
Trustee, until such demand is satisfied or to satisfy subsequent demands.

     2.8 Taxes. The Grantor agrees to pay any and all taxes on the Trust Fund or
the income thereof or which the Beneficiaries or the Trustee would otherwise be
required to pay with respect to the interest of any person or persons therein,
and to provide the Trustee with proof of payment.

     2.9 Duties and Responsibilities of Beneficiaries' Representative. The
Beneficiaries' Representative (and any successor Beneficiaries Representative)
shall have the following affirmative duties and responsibilities:

         2.9.l to demand deposits from the Grantor so as to maintain the
Minimum Balance of the Trust in accordance with Section 2.3 and any Additional
Contributions required by section 2.4 and any indemnification agreement with any
Beneficiary;

         2.9.2 to demand payment by the Trustee to a Beneficiary who has made a
demand and who, in the good faith judgment of the Beneficiaries' Representative,
has satisfied the conditions for indemnification as set forth in this Agreement
and the indemnification agreement between the Beneficiary and the Grantor;

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          2.9.3  to generally cause the Grantor and Trustee to discharge their
respective responsibilities under this Agreement and the responsibilities of the
Grantor under each indemnification agreement, including the bringing of legal
actions and proceedings to enforce such agreement.

     2.10 Investment Powers of the Trustee. In addition to any powers which the
Trustee may have under Washington law, the Trustee shall have, with respect to
any property at any time held by him and constituting part of the Trust Fund,
the power (subject to Grantor's right pursuant to Section 2.6 to direct the
investment of the Trust Fund) to do any of the following:

          2.10.1 To retain any property at any time received by the Trustee;

          2.10.2 To sell or exchange any property at public or private sale for
cash or on credit and to grant options for the purchase or exchange thereof;

          2.10.3 To participate in any plan of reorganization, consolidation,
merger, combination, liquidation, or other similar plan relating to any property
held in the Trust Fund, and to consent to or oppose any such plan or any action
thereunder, or any contract, lease, mortgage, purchase, sale, or other action by
any person or corporation;

          2.10.4 To exercise conversion and subscription rights pertaining to
any property held in the Trust Fund;

          2.10.5 To extend the time of payment of any obligation held in the
Trust Fund;

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          2.10.6   To enter into stand-by agreements for future Investment,
either with or without a standby fee;

          2.10.7   To lend securities held in any Investment Fund to
broker-dealers with whom the Trustee may from time to time conclude securities
lending agreements on behalf of the Trust Fund, and to receive collateral for
such securities; provided, however, the Trustee shall not lend securities if
such lending activity would violate any State or Federal law;

          2.10.8   To exercise all voting rights with respect to any investment
and to grant proxies, discretionary or otherwise;

          2.10.9   To settle, compromise, or submit to arbitration any claims,
debts, or damages due or owing to or from the Trust; to commence or defend suits
or legal proceedings to protect any interest of the Trust; and to represent or
cause to be represented the Trust in all suits or legal proceedings in any court
or before any other body or tribunal; and

          2.10.10  For the purpose of the Trust, to borrow money from others, to
issue its promissory note or notes therefor, and to secure the repayment thereof
by pledging any property in Trustee's possession; provided, however, that no
such loan or advance shall be made by the Trustee hereunder other than temporary
advances to the Trust Fund, on a cash or overdraft basis, on which no interest
is payable.

     2.11 Administrative Powers of Trustee. The Trustee shall have power, in its
sole discretion, to do any of the following:

          2.11.1   To cause any investment to be registered and held in the name
of one or more of its nominees, or one or more

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nominees of any system for the central handling of securities, without increase
or decrease of liability;

         2.11.2 To collect and receive any and all money and other property due
to the Trust Fund and to give full discharge therefor;

         2.11.3 To organize under the laws of any state a corporation for the
purpose of acquiring and holding title to any property which Trustee is
authorized to acquire under this Agreement and to exercise with respect thereto
any or all of the powers set forth in this Agreement; and

         2.11.4 To hold uninvested, without liability for interest thereon, such
monies received by the Trustee as the Trustee considers necessary to meet
anticipated and imminent disbursements.

                                   ARTICLE III

                    RESIGNATION, REMOVAL, OR DEATH OF TRUSTEE

     3.1 Resignation of Trustee. The Trustee may resign at any time by filing
his written resignation with Grantor. Such resignation shall take effect sixty
days from the date of such filing or upon appointment of a successor pursuant to
Section 3.3, whichever shall first occur.

     3.2 Removal of Trustee. Grantor and the Beneficiaries' Representative may
remove the Trustee at any time by delivering to the Trustee a written notice of
his removal and an appointment of a successor pursuant to Section 3.3.

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          3.3 Appointment of Successor Trustee.

              3.3.1 Removal of the Trustee and the appointment of a successor
Trustee shall take effect sixty days following delivery to the Trustee of (i) an
instrument in writing removing the Trustee and appointing such successor,
executed by Grantor and accompanied by an instrument in writing signed by the
Beneficiaries' Representative certifying that two-thirds of the then living
Beneficiaries agree to such removal and appointment, and (ii) an acceptance in
writing, executed by such successor, both acknowledged in the same form as this
Agreement. The Trustee may agree to an earlier effective date. In the event of
the death or dissolution of the Trustee, the successor trustee shall be
appointed by the Grantor with the approval of the Beneficiaries' Representative,
which approval shall not be unreasonably withheld, and a writing to such effect
and an acceptance in writing, as referred to above, shall be delivered to the
Trustee's legal representative.

              3.3.2 All of the provisions set forth herein with respect to the
Trustee shall relate to each successor with the same force and effect as if such
successor had been originally named as Trustee hereunder.

              3.3.3 If a successor is not appointed within sixty days after the
Trustee gives notice of his resignation pursuant to Section 3.1, or within sixty
days after the Trustee's death, the Trustee or the Beneficiaries' Representative
may apply to any court of competent jurisdiction at the expense of the trust for
appointment of a successor.

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         3.4 Transfer of Fund to Successor. Upon appointment of a successor
trustee as set forth above, and after the final account of the Trustee has been
settled as provided in Section 5.4, the Trustee shall transfer and deliver the
Trust Fund to such successor.

                                   ARTICLE IV

                  DURATION, TERMINATION, AND AMENDMENT OF TRUST

         4.1 Term. This trust shall terminate upon the written consent of the
Grantor and two-thirds of the then living Beneficiaries. The Grantor's Board of
Directors shall have the right to terminate the Trust unilaterally as of each
anniversary of the execution of this Agreement. Any such termination, whether by
written consent of two-thirds of the then living Beneficiaries or unilaterally
by the Grantor shall be on a prospective basis only, and all provisions of this
Agreement shall remain in fu1l force and effect as to any "Claim" relating to a
"Covered Act" (as those two terms are defined in the indemnification agreement
attached as Exhibit B) which Covered Act occurs prior to the effective date of
such termination. Notice of such termination shall be given to the Trustee by an
instrument in writing executed by the Grantor and the Beneficiaries'
Representative together with a certified copy of the resolution of the Board of
Directors of Grantor authorizing such termination. Copies of such notice shall
also be given to each individual Beneficiary, the provisions of Section 1.3
notwithstanding. Termination shall be effective when such notices are effective
pursuant to Section 6.6.

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         4.2 Distribution Upon Termination. When this Trust is terminated in
accordance with Section 4.1, the Trustee shall distribute the Trust Fund to
Grantor less any full and adequate provision for any distributions to be made
pursuant to any outstanding demands under Section 2.7 and any deductions
authorized or required by Section 5.3 hereof.

         4.3 Amendment of Trust Instrument. This trust may not be amended by
Grantor except upon the written consent of two-thirds of the then living
Beneficiaries and the Trustee, provided that no such amendment shall deny, limit
or otherwise modify the then existing rights of any Beneficiary who does not so
consent. Notice of such amendment shall be given to the Trustee by an instrument
in writing executed by the Grantor and the Beneficiaries' Representative
acknowledged in the same form as this Agreement, together with a certified copy
of the resolution of the Board of Directors of Grantor authorizing such
amendment. The Grantor shall send a copy of such notice to each individual
Beneficiary, the provisions of Section 1.3 notwithstanding.

                                    ARTICLE V

                      RIGHTS AND OBLIGATIONS OF THE TRUSTEE

         5.1 Duties of Trustees. The duties and liabilities of the Trustee shall
at all times be limited to those expressly stated in this Agreement. The Trustee
shall discharge his duties hereunder with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

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The Trustee shall not be liable for any loss sustained by the Trust Fund by
reason of the purchase, retention, sale, or exchange or any investment in good
faith and in accordance with the Grantor's directions and the provisions of this
Agreement.

     5.2 Indemnification of Trustee. The Trustee shall not be liable for any
action taken or omitted by him in good faith and believed by him to be
authorized hereby or within the rights or powers conferred upon him hereunder,
or taken or omitted by him in accordance with advice of counsel (which counsel
may be of the Trustee's own choosing and which may be house counsel of the
Trustee), and shall not be liable for any mistake of fact or error of judgment
or for any acts or omissions of any kind unless caused by willful misconduct or
gross negligence. Grantor agrees to indemnify the Trustee and hold him harmless
against any and all liabilities, losses, claims, expenses, (including reasonable
attorneys' fees), and damages incurred by him hereunder, except for liabilities,
losses, claims, expenses, and damages incurred by the Trustee resulting from his
own willful misconduct or gross negligence.

     5.3 Expenses and Compensation. The Trustee shall pay from the Trust Fund,
to the extent not paid by Grantor, the Trustee's reasonable expenses of
administration of the Trust, including reasonable compensation of counsel
(including house counsel) and any agents engaged by the Trustee to assist him in
such administration. The Grantor shall pay the Trustee reasonable compensation
for his services as Trustee hereunder and the Trustee

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shall have a lien on the Trust Fund for such compensation and expenses until
paid.

          5.4 Settlement of Accounts of Trustees.  The Trustee shall keep full
accounts of all of his receipts and disbursements. His financial statements,
books, and records with respect to the Trust fund shall be open to inspection by
the Grantor or the Beneficiaries' Representative or their representatives at all
reasonable times during business hours of the Trustee and may be audited not
more frequently than once in each fiscal year by an independent certified public
accountant engaged by the Beneficiaries' Representative.

          Within ninety days after the close of each fiscal year, or any
termination of the duties of the Trustee, the Trustee shall prepare, sign, and
submit in duplicate to Grantor an account of his acts and transactions as
Trustee hereunder. If Grantor finds the account to be correct, Grantor shall
sign the instrument of settlement annexed to one counterpart of the account and
return such counterpart to the Trustee, whereupon the account shall become an
account stated as between the Trustee and Grantor. If within ninety days after
receipt of the account or any amended account Grantor has not signed and
returned a counterpart to the Trustee, nor filed with the Trustee notice of any
objection to any act or transaction of the Trustee, the account or amended
account shall become an account stated as between the Trustee and Grantor. If
any objection has been filed, and if Grantor is satisfied that it should be
withdrawn or if the account is adjusted to its satisfaction, Grantor shall
deliver to the Trustee its written

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approval of the account and it shall become an account stated as between the
Trustee and the Grantor.

         When an account becomes an account stated, such account shall be
finally settled, and the Trustee shall be completely discharged and released, as
if such account had been settled and allowed by a judgment or decree of a court
of competent jurisdiction in any action or proceeding in which the Trustee and
Grantor were parties.

         The Trustee, the Beneficiaries' Representative, or Grantor shall have
the right to apply at any time to a court of competent jurisdiction for judicial
settlement of any account of the Trustee not previously settled as hereinabove
provided. In any such action or proceeding it shall be necessary to join as
parties only the Trustee, the Beneficiaries' Representative, and Grantor
(although the Trustee may also join such other parties as he may deem
appropriate), and any judgment or decree entered therein shall be conclusive.

                                   ARTICLE VI

                                  MISCELLANEOUS

         6.1  Governing Law. The validity, interpretation, performance, and
enforcement of this Agreement and the Trust created hereby shall be governed by
the laws of the state of Washington. Notwithstanding the foregoing, the rights
of the Beneficiaries to receive indemnification from Grantor are governed by the
laws of the state of incorporation of Grantor. The parties irrevocably submit to
the jurisdiction and venue of any Washington

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State or United States Federal Court sitting in Seattle, Washington.

         4.2 Successors. This Agreement and the Trust created hereby shall be
binding upon and shall inure to the benefit of the spouses, heirs, personal and
legal representatives, estates, successors, and assigns of the parties hereto
and of the Beneficiaries.

         6.3 Third Party Beneficiaries. The Beneficiaries are specifically
acknowledged as third party beneficiaries of this Agreement and shall have the
right to bring actions to enforce this Agreement where the Beneficiaries'
Representative fails to bring such an action or fails to prosecute an action in
good faith.

         6.4 Enforcement Expenses. Grantor shall be responsible for all costs
and expenses, including reasonable attorneys' fees and costs, incurred in any
action brought to enforce or interpret this Agreement, whether brought by the
Beneficiaries' Representative, a Beneficiary, the Trustee, or otherwise, unless
the court determines that such Claim for enforcement was not brought in good
faith or was frivolous.

         6.5 Titles and Headings Not to Control. The titles to Articles and
headings of Sections in this Agreement are placed herein for convenience of
reference only and in case of any conflict the text of this Agreement, rather
than such titles or headings, shall control.

         6.6 Notices, Consents and Other Communications. All notices, consents,
or other communications required or

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contemplated by this Agreement shal1 be in writing and shall be deemed to have
been given when delivered either by (a) personal delivery, (b) overnight
courier, or (c) postage prepaid return receipt requested certified mail to the
last address given to the Trustee by each respective Beneficiary. Notice by
personal delivery shall be effective upon the date service is made and notice by
certified mail or overnight courier shall be effective on the date it is
recorded as delivered by the U.S. Postal Service or the overnight courier,
respectively.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.

Attest:                                       FIRST INTERSTATE BANK OF
                                              WASHINGTON, N.A.
                                              ("Trustee")


/s/ Joan Robinson                             By: /s/ Pamela A. Jorgenson
--------------------------------------            -----------------------------
Attest: Assistant Corporate Secretary
                                              MICROSOFT CORPORATION


                                              ("Grantor")


By: /s/ William H. Neukom                     By: /s/ William H. Gates
   -----------------------------                  -----------------------------

                                               ("Beneficiaries' Representative")


                                              /s/ William G. Reed, Jr.
                                              ---------------------------------
                                              WILLIAM G. REED, JR.

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