**INDEMNIFICATION AGREEMENT**     INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of **{DATE}**, by and between AmericanCommercial Lines Inc., a Delaware corporation (the “Company”), and **{NAME}**, a natural person(“Indemnitee”).**R****E****C****I****T****A****L****S**     **WHEREAS**, highly competent individuals have become more reluctant to serve publicly-tradedcorporations as directors, officers or in other capacities unless they are provided with adequateprotection through insurance or adequate indemnification against risks of claims and actionsagainst them arising out of their services to and activities on behalf of such corporations;     **WHEREAS**, directors and officers are increasingly being subjected to expensive andtime-consuming litigation relating to, among other things, matters that traditionally would havebeen brought only against the corporation itself;     **WHEREAS**, the Board of Directors of the Company (the “**Board**”) recognizes the limitations on theprotection provided by liability insurance and the uncertainties as to the scope and level of suchcoverage that may be available in the future;     **WHEREAS**, the Board recognizes the limitations on the protection provided by existingindemnification arrangements pursuant to the Company’s certificate of incorporation (the “**Charter**”)and amended and restated bylaws (the “**Bylaws**”) and the uncertainties as to its availability in anyparticular situation;     **WHEREAS**, the Board believes that, in light of the limitations and uncertainties in respect ofthe protection provided by the Company’s liability insurance and existing indemnificationarrangements and the impact these uncertainties may have on the Company’s ability to attract andretain qualified individuals to serve or continue to serve the Company as directors, officers or inother capacities, the Company should act to assure such individuals that there will be increasedcertainty with respect to such protection in the future;     **WHEREAS**, it is reasonable, prudent and necessary for the Company contractually to obligateitself to indemnify, and to advance expenses on behalf of, such individuals to the fullest extentpermitted by applicable law so that they will serve or continue to serve the Company free fromundue concern that they may not be adequately protected;     **WHEREAS**, Indemnitee is concerned that the protection provided under the Company’s liabilityinsurance and existing indemnification arrangements may not be adequate and may not be willing toserve or continue to serve the Company as a director, an officer or in any other capacity withoutgreater certainty concerning such protection, and the Company desires
 

 
Indemnitee to serve or continue to serve the Company as a director, an officer or in anothercapacity and is willing to provide such greater certainty; and     **WHEREAS**, this Agreement is a supplement to, and in furtherance of, the Charter and the Bylawsand any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor todiminish or abrogate any rights of Indemnitee thereunder.**A****G****R****E****E****M****E****N****T****S**     **NOW, THEREFORE**, in consideration of the premises, covenants and agreements contained herein,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the Company and Indemnitee covenant andagree as follows:**ARTICLE I****DEFINITIONS**     **1.1**For purposes of this Agreement:     (a) The term “**agent**” shall mean any person who is or was a director, an officer or an employeeof the Company or a subsidiary of the Company or any other person authorized by the Company to actfor or on behalf of the Company, including any person serving in such capacity as a director,officer, employee, fiduciary or other official of another corporation, partnership, limitedliability company, joint venture, trust or other enterprise at the request of, for the convenienceof, or to represent the interests of the Company or a subsidiary of the Company.     (b) “**Agreement**” shall have the meaning ascribed to such term in the Preamble.     (c) “**Beneficial Owner**” and “**Beneficial Ownership**” shall have the meanings ascribed to suchterms in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.     (d) “**Board**” shall have the meaning ascribed to such term in the Recitals.     (e) “**Bylaws**” shall have the meaning ascribed to such term in the Recitals.     (f) “**Change in Control**” shall mean the occurrence of any of the following events, each ofwhich shall be determined independently of the others:     (i) any Person, other than a holder of at least 10% of the outstanding voting power ofthe Company as of the date hereof, becomes the Beneficial Owner of a majority of the stockof the Company entitled to vote in the election of directors of the Company;
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     (ii) Continuing Directors cease to constitute a majority of the members of the Board;     (iii) the stockholders of the Company adopt and consummate a plan of complete orsubstantial liquidation or an agreement providing for the distribution of all orsubstantially all of the assets of the Company is entered into;     (iv) the Company is a party to a merger, consolidation, other form of businesscombination or a sale of all or substantially all of its assets, with an unaffiliated thirdparty, unless the business of the Company following consummation of such merger,consolidation or other business combination is continued following any such transaction by aresulting entity (which may be, but need not be, the Company) and the stockholders of theCompany immediately prior to such transaction hold, directly or indirectly, at least amajority of the voting power of the resulting entity; provided, however,that a merger or consolidation effected to implement a recapitalization or similartransaction of the Company shall not constitute a Change in Control; or     (v) there is a Change in Control of the Company of a nature that is reported inresponse to item 5.01 of Current Report on Form 8-K or any similar item, schedule or formunder the Exchange Act, as in effect at the time of such change, whether or not the Companyis then subject to such reporting requirements;provided, however, that for purposes of this Agreement a Change in Controlshall not be deemed to occur if the Person or Persons deemed to have acquired control is orare a holder of at least 10% of the outstanding voting power of the Company as of the datehereof.     (g) “**Charter**” shall have the meaning ascribed to such term in the Recitals.     (h) “**Company**” shall have the meaning ascribed to such term in the Preamble.     (i) “**Continuing Directors**” shall mean the members of the Board on the date hereof,provided, that any individual becoming a member of the Board subsequent to the date hereofwhose election or nomination for election was supported by at least a majority of the directors whothen comprised the Continuing Directors shall be considered to be a Continuing Director.     (j) “**Corporate Status**” describes the status of a person who is or was a director, officer,trustee, general partner, managing member, fiduciary, employee or agent of the Company or of anyother Enterprise which such person is or was serving at the request of the Company.     (k) “**D&O Liability Insurance**” shall have the meaning ascribed to such term in Section16.1.     (l) “**Delaware Court**” shall mean the Court of Chancery of the State of Delaware.
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     (m) “**DGCL**” shall mean the General Corporation Law of the State of Delaware.     (n) “**Disinterested Director**” shall mean a director of the Company who is not and was not aparty to the Proceeding in respect of which indemnification or advancement of Expenses is sought byIndemnitee.     (o) “**Enterprise**” shall mean the Company and any other corporation, constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger to which theCompany is a party, limited liability company, partnership, joint venture, trust, employee benefitplan or other enterprise of which Indemnitee is or was serving at the request of the Company as adirector, officer, trustee, general partner, managing member, fiduciary, employee or agent.     (p) “**Exchange Act**” shall mean the Securities Exchange Act of 1934, as amended.     (q) “**Expenses**” means all reasonable costs and expenses (including, without limitation, feesand expenses of counsel, retainers, court costs, transcript costs, fees of experts, witness fees,travel expenses, duplicating costs, printing and binding costs, telephone charges, postage anddelivery service fees and all other disbursements or expenses) incurred in connection withprosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be awitness in, or otherwise participating in, a Proceeding. For avoidance of doubt, Expenses shallinclude expenses incurred in connection with any appeal resulting from any Proceeding including,without limitation, the premium, security for and other costs relating to any cost bond,supersedeas bond or other appeal bond or its equivalent; provided, however, thatExpenses shall not include amounts paid in settlement by Indemnitee or the amount of judgments orfines against Indemnitee.     (r) “**Indemnification Arrangements**” shall have the meaning ascribed to such term in Section17.2.     (s) “**Indemnitee**” shall have the meaning ascribed to such term in the Preamble.     (t) “**Independent Counsel**” shall mean a law firm, or a member of a law firm, that isexperienced in matters of corporate law and neither currently is, nor in the three years precedingits selection or appointment hereunder has been, retained to represent (i) the Company orIndemnitee in any matter material to either such party (provided, that acting as anIndependent Counsel under this Agreement or in a similar capacity with respect to any otherindemnification arrangements between the Company and its present or former directors or officersshall not be deemed a representation of the Company or Indemnitee) or (ii) any other party to theProceeding giving rise to a claim for indemnification or advancement of expenses hereunder.Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,under the applicable standards of professional conduct then prevailing, would have a conflict ofinterest in representing either the Company or Indemnitee in an action to determine Indemnitee’srights under this Agreement.
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     (u) The “**Nominating and Governance Committee**” shall mean the Nominating and GovernanceCommittee of the Board.     (v) The term “**Person**” shall have the meaning ascribed to such term in Sections 13(d) and 14(d)of the Exchange Act as in effect on the date hereof; provided, however, that theterm “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) anyemployment benefit plan of the Company or of a Subsidiary of the Company or of any corporationowned, directly or indirectly, by the stockholders of the Company in substantially the sameproportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciaryholding securities under an employee benefit plan of the Company or of a Subsidiary of the Companyor of a corporation owned directly or indirectly by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company.     (w) A “**Potential Change in Control**” shall be deemed to have occurred if: (i) the Companyenters into an agreement or arrangement, the consummation of which would result in the occurrenceof a Change in Control, (ii) any Person or the Company publicly announces an intention to take orconsider taking actions which, if consummated, would constitute a Change in Control or (iii) theBoard adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change inControl has occurred.     (x) “**Proceeding**” shall include any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any otheractual, threatened or completed proceeding, whether brought in the right of the Company orotherwise, and whether of a civil, criminal, administrative or investigative nature (including anyappeal therefrom), in which Indemnitee was, is or may be involved as a party or otherwise by reasonof the fact of his or her Corporate Status or by reason of any action (or failure to act) taken byhim or her or of any action (or failure to act) on his or her part while serving in any CorporateStatus (in each case, regardless of whether serving in such capacity at the time any liability orexpense is incurred for which indemnification, reimbursement or advancement of expenses can beprovided under this Agreement), or any inquiry or investigation that Indemnitee in good faithbelieves might lead to the institution of any such action, suit or other proceeding.     (y) References to “**serving at the request of the Company**” shall include any service as adirector, officer, employee, agent or fiduciary of the Company or any other Enterprise whichimposes duties on, or involves services by, such director, officer, employee, agent or fiduciarywith respect to an employee benefit plan, its participants or beneficiaries; and if Indemniteeacted in good faith and in a manner Indemnitee reasonably believed to be in the best interests ofthe participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to haveacted in a manner “**not opposed to the best interests of the Company**” as referred to in thisAgreement.     (z) The term “**Subsidiary**”, with respect to any Person, shall mean any corporation or otherentity of which a majority of the voting power of the voting equity securities or equity interestis owned, directly or indirectly, by such Person.
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     (aa) The phrase “**to the fullest extent permitted by law**” shall mean (i) to the fullest extentpermitted by the DGCL as in effect on the date of this Agreement and (ii) to the fullest extentauthorized or permitted by any amendments to or replacements of the DGCL adopted after the date ofthis Agreement that increase the extent to which a corporation may indemnify its directors andofficers.     (bb) “**Trustee**” shall have the meaning ascribed to such term in Section 15.1.**ARTICLE II****SERVICES BY INDEMNITEE**     **2.1**Indemnitee agrees to serve or continue to serve in his or her current capacity orcapacities as a director, officer, employee, agent or fiduciary of the Company. Indemnitee mayalso serve, as the Company may reasonably request from time to time, as a director, officer,employee, agent or fiduciary of any other corporation, partnership, limited liability company,association, joint venture, trust, employee benefit plan or other Enterprise in which the Companyhas an interest. Indemnitee and the Company each acknowledge that they have entered into thisAgreement as a means of inducing Indemnitee to serve or continue to serve the Company in suchcapacities. Indemnitee may at any time and for any reason resign from such position or positions(subject to any other contractual obligation or any obligation imposed by operation of law). TheCompany shall have no obligation under this Agreement to continue Indemnitee in any such positionfor any period of time and shall not be precluded by the provisions of this Agreement from removingIndemnitee from any such position at any time.**ARTICLE III****THIRD-PARTY PROCEEDINGS**     **3.1**The Company shall indemnify and hold Indemnitee harmless in accordance with the provisionsof this Section 3.1 if Indemnitee was, is, or is threatened to be made, a party to or aparticipant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in theright of the Company to procure a judgment in its favor. Pursuant to this Section 3.1,Indemnitee shall be indemnified against all Expenses, judgments, liabilities, fines, penalties andamounts paid in settlement (including all interest, assessments and other charges paid or payablein connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid insettlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connectionwith such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith andin a manner which Indemnitee reasonably believed to be in or not opposed to the best interests ofthe Company and, in the case of a criminal action or Proceeding, had no reasonable cause to believethat his or her conduct was unlawful.
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**ARTICLE IV****INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY**     **4.1**The Company shall indemnify and hold Indemnitee harmless in accordance with the provisionsof this Section 4.1 if Indemnitee was, is, or is threatened to be made, a party to or aparticipant (as a witness or otherwise) in any Proceeding by or in the right of the Company toprocure a judgment in its favor. Pursuant to this Section 4.1, Indemnitee shall beindemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or herbehalf in connection with such Proceeding or any claim, issue or matter therein, if Indemniteeacted in good faith and in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Company. No indemnification, hold harmless or exoneration for Expenses shallbe made under this Section 4.1 in respect of any Proceeding, claim, issue or matter as towhich Indemnitee shall have been finally adjudged by a court to be liable to the Company, unlessand only to the extent that the Delaware Court (or any court hearing appeals therefrom) shalldetermine upon application that, despite the adjudication of liability but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to beheld harmless or to exoneration.**ARTICLE V****INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL**     **5.1**Any other provisions of this Agreement notwithstanding, to the extent that Indemnitee is aparty to (or a participant in) and is successful, on the merits or otherwise, in the defense of anyProceeding or any claim, issue or matter therein, the Company shall indemnify and hold Indemniteeharmless against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection therewith. If Indemnitee is successful, on the merits or otherwise, as to oneor more but less than all claims, issues or matters in any Proceeding, the Company shall indemnifyand hold Indemnitee harmless against all Expenses actually and reasonably incurred by him or her oron his or her behalf in connection with each successfully resolved claim, issue or matter and anyclaim, issue or matter related to each such successfully resolved claim, issue or matter. Forpurposes of this Section 5.1 and without limitation, the termination of any claim, issue ormatter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be asuccessful result as to such claim, issue or matter.**ARTICLE VI**