Exhibit 10.33





Exhibit 10.33




FOURTH AMENDMENT

TO THE

CHROMCRAFT REVINGTON

EMPLOYEE STOCK OWNERSHIP TRUST




WHEREAS, Chromcraft Revington, Inc. (the “Company”) maintains the Chromcraft Revington
Employee Stock Ownership Trust, effective as of January 1, 2002 (the “Trust”); and



WHEREAS, in January, 2010, the Company and Reliance Trust Company (“Reliance”) entered into an
agreement pursuant to which Reliance will become the successor Trustee under the Trust; and



WHEREAS, the Board of Directors of the Company has (i) determined that it is in the interest
of the Company to amend the Trust to appoint Reliance as successor Trustee, and (ii) authorized
such amendment to the Trust as set forth below;



NOW, THEREFORE, pursuant to the amending power reserved to the Company under Section 8.1 of
the Trust, the Trust is amended, effective as of February 1, 2010, in the following particulars:




	 	1.	 	The Trust is amended to reflect that Reliance Trust Company is the Trustee of
the Trust.







	 	2.	 	Section 4.11 of the Trust is amended to read as follows:







“4.11. Indemnification. Any other provision of the Plan or
this Trust Agreement notwithstanding, the Trustee shall have no duty or
authority to question or challenge any fact represented or any direction or
advice given to the Trustee by the Company, the Committee or their
respective officers, employees, agents or representatives, unless clearly
erroneous on its face. The Company shall indemnify and hold the Trustee
harmless from and against any and all claims, demands, damages, costs and
expenses incurred, including but not limited to the Trustee’s reasonable
attorneys’ fees, relating to or arising out of any of the following: (1)
any act or omission by the Trustee in reliance upon any such fact, direction
or advice; or (2) the acquisition, retention or disposition of Company
Stock, including but not limited to any liability arising under federal or
state securities laws, it being understood and agreed that the Company shall
have complete and absolute responsibility to ensure that the Company Stock
and all transactions involving Company Stock comply with applicable federal
and state securities laws. The Company further agrees to indemnify the
Trustee and hold it harmless (and, at the Trustee’s election, defend the
Trustee) from and against all claims, liabilities, losses, costs and
expenses (including legal fees and
expenses) that may be imposed on, incurred by or asserted against it by
reason of the Trustee’s:




	 	(a)	 	Complying with directions of the Committee, or







 


 









 






	 	(b)	 	Taking or refraining from taking any action in
connection with the Plan or this Trust Agreement, whether the Trustee
is a party to a legal proceeding or otherwise; provided that the
Trustee did not act dishonestly or in willful or negligent violation of
pertinent law or regulation or duty imposed by the Trust.







Any and all taxes, expenses (including, but not limited to, the
Trustee’s compensation) and costs of litigation relating to or concerning
the adoption, administration and termination of the Trust shall, if not
properly paid by the Trust, be borne and promptly paid by the Company.




The indemnification provisions of this Section 4.11 do not relieve the
Trustee from any liability it may have under ERISA for breach of fiduciary
duty. The right to indemnification under this Section 4.11 is conditioned
upon the Trustee’s notifying the Company of the claim of liability within 30
days of the notice of that claim and offering the Company the right to
participate in and control the settlement and defense of the claim.”




The Trust will remain the same in all other respects.



IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be signed on its behalf by
its undersigned duly authorized officer, and the Trustee has caused this Fourth Amendment to be
signed on its behalf by its undersigned duly authorized officer, this 29th day of January, 2010,
but effective as of February 1, 2010.



	 	 	 	 	 
	 	CHROMCRAFT REVINGTON, INC.

 	 
	 	By:  	/s/ Ronald H. Butler
 	 
	 	 	Ronald H. Butler, Chairman of the Board 	 
	 	 	and Chief Executive Officer 	 
	 
	 	RELIANCE TRUST COMPANY

 	 
	 	By:  	/s/ Stephen A. Martin
 	 
	 	 	Stephen A. Martin, Senior Vice President 	 
	 	 	 	 




 


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