Environmental Indemnification Agreement

ENVIRONMENTAL INDEMNIFICATION AGREEMENT


THIS AGREEMENT, executed this 30th day of April, 1996, by and between E. I. du Pont de Nemours and Company ("EID"), a corporation duly organized and existing under the laws of the state of Delaware, with its principal place of business at 1007 Market Street, Wilmington, Delaware 19898, and Du Pont Photomasks, Inc. ("DPI"), a corporation duly organized and existing under the laws of the state of Delaware, with its principal place of business at 100 Texas Avenue, Round Rock, Texas 78664 (collectively "the Parties") and effective as of the date common stock of DPI is initially offered to the public (the "IPO").


WHEREAS, EID indirectly owns one hundred percent (100%) of the shares of common stock of DPI;


WHEREAS, it is the intention of EID to reduce its percentage of ownership of DPI through the sale of shares of stock of DPI to the public;


WHEREAS, certain manufacturing operations have been conducted in and on the facilities and properties of DPI and will continue to be carried on after the IPO; and


WHEREAS, EID and DPI wish to establish a method for allocating between them the responsibility for any and all costs, claims or damages to the facilities and properties of DPI and to the environment as a result of such manufacturing operations;


NOW, THEREFORE, in consideration of mutual covenants and agreements, both Parties hereby agree as follows:


1. For purposes of this Agreement:


(a) "Closing" shall mean the date on which common stock of DPI is first
sold to the public;


(b) "Facility Site(s)" shall mean all DPI manufacturing sites currently or
previously owned or leased by DPI and located in Danbury CT,
Poughkeepsie NY, Kokomo IN, Round Rock TX, Santa Clara CA, San Jose
CA, Ichon Republic of Korea, Rousset France, Hamburg Federal Republic
of Germany;


(c) "Hazardous Waste" shall mean and include any hazardous waste,
hazardous material, hazardous substance, pollutant, contaminant,
pollution, toxic pollutant, oil, chemical substance or mixture, as
such terms are defined in the Resource Conservation and Recovery Act
("RCRA"), the Comprehensive Environmental, Response, Compensation and
Liability Act ("CERCLA"), the Clean Water Act, the Safe Drinking Water
Act, the Toxic Substances Control Act, and any similar terms in any
similar state or local laws, and any amendment or interpretation of
such definition.;


(d) "Environmental Condition of Undetermined Cause" shall mean an
environmental condition resulting from or relating to the generation,
storage, use, treatment, disposal, release, emission or discharge of
any Hazardous Waste (a "Covered Activity") at a Facility Site in
circumstances such that the Parties in good faith cannot make a
determination with reasonable certainty whether such condition was


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caused by Covered Activities occurring before the Closing or occurring
after the Closing.


2. Except as provided in Article 5 hereof, EID hereby assumes all liability for and agrees to indemnify, hold harmless and defend DPI, its directors, officers and employees from and against any and all claims, costs (including without limitation attorney's fees), liabilities or damages, including, without limitation, claims which would require a clean-up or other form of environmental remediation (collectively "losses"), arising out of or relating to (i) Covered Activities by DPI at a Facility Site prior to Closing or (ii) alleged violations by DPI attributable to a condition in place or a circumstance existing on or prior to Closing (other than violations attributable to a condition in place or a circumstance existing on or prior to the Closing that was lawful on that date but later became a violation due to changes in the law after Closing) of applicable federal, states or local laws, regulations, permits, authorizations or licenses (including, without limitation, CERCLA, RCRA, the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act), pertaining to a Covered Activity.


Without limiting the generality of the foregoing, EID hereby assumes all liability for and agrees to indemnify, hold harmless and defend DPI, its directors, officers and employees from and against any and all losses arising out of or relating to: (i) the American Company Services Site in Indiana, the Kinbuck Landfill in Edison, New Jersey, Solvent Recovery System of New England, the Old Southington Landfill and the Hertel Landfill, Plattekill, New York; (ii) the EID sites at which any Hazardous Waste generated or used by DPI may have been stored, treated or disposed of; (iii) any activities or operations of ...