**Exhibit 10.55**
**COVAD COMMUNICATIONS GROUP, INC.**
**INDEMNIFICATION AGREEMENT**
     This Indemnification Agreement (“**Agreement**”) is made as of this 2nd day of March, 2005, by andbetween Covad Communications Group, Inc., a Delaware corporation (the “**Company**”), and John Trewin(“**Indemnitee**”).
     ***WHEREAS***, the Company and Indemnitee recognize the increasing difficulty in obtainingdirectors’ and officers’ liability insurance, the significant increases in the cost of suchinsurance and the general reductions in the coverage of such insurance;
     ***WHEREAS,***the Company and Indemnitee further recognize the substantial increase in corporatelitigation in general, subjecting officers and directors to expensive litigation risks at the sametime as the availability and coverage of liability insurance has been severely limited; and
     ***WHEREAS,***the Company desires to attract and retain the services of highly qualifiedindividuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnifyits officers and directors so as to provide them with the maximum protection permitted by law.
     ***NOW, THEREFORE***, in consideration for Indemnitee’s services as an officer or director of theCompany, the Company and Indemnitee hereby agree as follows:
     **1. *Indemnification***.
          (a) *ThirdParty Proceedings.* The Company shall indemnify Indemnitee if Indemnitee is or was aparty or is threatened to be made a party to any threatened, pending or completed action, suit,proceeding or any alternative dispute resolution mechanism, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Company) by reason of the factthat Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiaryof the Company, or by reason of the fact that Indemnitee is or was serving at the request of theCompany as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’ fees), judgments, finesand amounts paid in settlement (if such settlement is approved in advance by the Company, whichapproval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee inconnection with such action, suit or proceeding if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests of the Company, and,with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’sconduct was unlawful. The termination of any action, suit or proceeding by judgment, order,settlement, conviction, or upon a plea of *nolo contendere*or its equivalent, shall not, of itself,create a presumption that Indemnitee did not act in good faith and in a manner which Indemniteereasonably believed to be in or not opposed to the best interests of the Company, and, with respectto any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct wasunlawful.
 

 

          (b) *Proceedings By or in the Right of the Company*. The Company shall indemnify Indemnitee ifIndemnitee was or is a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Company or any subsidiary of the Company toprocure a judgment in its favor by reason of the fact that Indemnitee is or was a director,officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of thefact that Indemnitee is or was serving at the request of the Company as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amountspaid in settlement actually and reasonably incurred by Indemnitee in connection with the defense orsettlement of such action or suit if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of the Company, except that noindemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shallhave been adjudged to be liable to the Company unless and only to the extent that the Court ofChancery of the State of Delaware or the court in which such action or suit was brought 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 indemnity for suchexpenses which the Court of Chancery of the State of Delaware or such other court shall deemproper.
          (c) *Mandatory Payment of Expenses*. To the extent that Indemnitee has been successful on themerits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and(b) of this Section 1, or in defense of any claim, issue or matter therein, Indemnitee shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred byIndemnitee in connection therewith.
     **2. *Agreement to Serve***. In consideration of the protection afforded by this Agreement, ifIndemnitee is a director of the Company he agrees to serve at least for the 90 days after theeffective date of this Agreement as a director and not to resign voluntarily during such periodwithout the written consent of a majority of the Board of Directors. If Indemnitee is an officer ofthe Company not serving under an employment contract, he agrees to serve in such capacity at leastfor 90 days and not to resign voluntarily during such period without the written consent of amajority of the Board of Directors. Following the applicable period set forth above, Indemniteeagrees to continue to serve in such capacity at the will of the Company (or under separateagreement, if such agreement exists) so long as he is duly appointed or elected and qualified inaccordance with the applicable provisions of the Bylaws of the Company or any subsidiary of theCompany or until such time as he tenders his resignation in writing. Nothing contained in thisAgreement is intended to create in Indemnitee any right to continued employment.
     **3. *Expenses; Indemnification Procedure***.
          (a)* Advancement of Expenses*. The Company shall advance all expenses incurred by Indemnitee inconnection with the investigation, defense, settlement or appeal of any civil or criminal action,suit or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid insettlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay suchamounts advanced only if, and to the extent that, it shall ultimately be determined that
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Indemnitee is not entitled to be indemnified by the Company as authorized hereby. Theadvances to be made hereunder shall be paid by the Company to Indemnitee within thirty (30) daysfollowing delivery of a written request therefor by Indemnitee to the Company.
          (b) *Notice/Cooperation by Indemnitee*. Indemnitee shall, as a condition precedent to his rightto be indemnified under this Agreement, give the Company notice in writing as soon as practicableof any claim made against Indemnitee for which indemnification will or could be sought under thisAgreement. Notice to the Company shall be directed to the President of the Company at the addressshown on the signature page of this Agreement (or such other address as the Company shall designatein writing to Indemnitee and given as provided in Section 14). In addition, Indemnitee shall givethe Company such information and cooperation as it may reasonably require and as shall be withinIndemnitee’s power.
          (c) *Procedure*. Any indemnification and advances provided for in Section 1 and this Section 3shall be made no later than thirty (30) days after receipt of the written request of Indemnitee.If a claim under this Agreement, under any statute, or under any provision of the Company’sCertificate of Incorporation or Bylaws providing for indemnification, is not paid in full by theCompany within thirty (30) days after a written request for payment thereof has first been receivedby the Company, Indemnitee may, but need not, at any time thereafter bring an action against theCompany to recover the unpaid amount of the claim and, subject to Section 14 of this Agreement,Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) ofbringing such action. It shall be a defense to any such action (other than an action brought toenforce a claim for expenses incurred in connection with any action, suit or proceeding in advanceof its final disposition) that Indemnitee has not met the standards of conduct which make itpermissible under applicable law for the Company to indemnify Indemnitee for the amount claimed.However, Indemnitee shall be entitled to receive interim payments of expenses pursuant toSubsection 3(a) unless and until such defense may be finally adjudicated by court order or judgmentfrom which no further right of appeal exists. It is the parties’ intention that if the Companycontests Indemnitee’s right to indemnification, the question of Indemnitee’s right toindemnification shall be for the court to decide, and neither the failure of the Company (includingits Board of Directors, any committee or subgroup of the Board of Directors, independent legalcounsel, or its stockholders) to have made a determination that indemnification of Indemnitee isproper in the circumstances because Indemnitee has met the applicable standard of conduct requiredby applicable law, nor an actual determination by the Company (including it Board of Directors, anycommittee or subgroup of the Board of Directors, independent legal counsel, or its stockholders)that Indemnitee has not met such applicable standard of conduct, shall create a presumption thatIndemnitee has or has not met the applicable standard of conduct.
          (d) *Notice to Insurers*. If, at the time of the receipt of a notice of a claim pursuant toSection 3(b) hereof, the Company has director and officer liability insurance in effect, theCompany shall give prompt notice of the commencement of such proceeding to the insurers inaccordance with the procedures set forth in the respective policies. The Company shall thereaftertake all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,all amounts payable as a result of such proceeding in accordance with the terms of such policies.
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          (e) *Selection of Counsel*. In the event the Company shall be obligated under Section 3(a)hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shallbe entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon thedelivery to Indemnitee of written notice of its election to do so. After delivery of such notice,approval of such counsel by Indemnitee and the retention of such counsel by the Company, theCompany will not be liable to Indemnitee under this Agreement for any fees of counsel subsequentlyincurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall havethe right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemniteeshall have reasonably concluded that there may be a conflict of interest between the Company andIndemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employedcounsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’scounsel shall be at the expense of the Company.
     **4. *Additional Indemnification Rights; Nonexclusivity***.
          (a)* Scope*. Notwithstanding any other provision of this Agreement, the Company hereby agreesto indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that suchindemnification is not specifically authorized by the other provisions of this Agreement, theCompany’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of anychange, after the date of this Agreement, in any applicable law, statute, or rule which expands theright of a Delaware corporation to indemnify a member of its board of directors or an officer, suchchanges shall be, *ipso facto*, within the purview of Indemnitee’s rights and Company’s obligations,under this Agreement. In the event of any change in any applicable law, statute or rule whichnarrows the right of a Delaware corporation to indemnify a member of its board of directors or anofficer, such changes, to the extent not otherwise required by such law, statute or rule to beapplied to this Agreement shall have no effect on this Agreement or the parties’ rights andobligations hereunder.
          (b)* Nonexclusivity.*The indemnification provided by this Agreement shall not be deemedexclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate ofIncorporation, its Bylaws, any agreement, any vote of stockholders or disinterested Directors, theGeneral Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee’sofficial capacity and as to action in another capacity while holding such office. Theindemnification provided under this Agreement shall continue as to Indemnitee for any action takenor not taken while serving in an indemnified capacity even though he may have ceased to serve insuch capacity at the time of any action, suit or other covered proceeding.
     **5. *Partial Indemnification***. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for some or a portion of the expenses, judgments, fines orpenalties actually or reasonably incurred by him in the investigation, defense, appeal orsettlement of any civil or criminal action, suit or proceeding, but not, however, for the totalamount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of suchexpenses, judgments, fines or penalties to which Indemnitee is entitled.
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     **6.* Mutual Acknowledgement***. Both the Company and Indemnitee acknowledge that in certaininstances, Federal law or applicable public policy may prohibit the Company from indemnifying itsdirectors and officers under this Agreement or otherwise. Indemnitee understands and acknowledgesthat the Company has undertaken or may be required in the future to undertake with the Securitiesand Exchange Commission to submit the question of indemnification to a court in certaincircumstances for a determination of the Company’s right under public policy to indemnifyIndemnitee.
     **7. *Officer and Director Liability Insurance***. The Company shall, from time to time, make thegood faith determination whether or not it is practicable for the Company to obtain and maintain apolicy or policies of insurance with reputable insurance companies providing the officers anddirectors of the Company with coverage for losses from wrongful acts, or to ensure the Company’sperformance of its indemnification obligations under this Agreement. Among other considerations,the Company will weigh the costs of obtaining such insurance coverage against the protectionafforded by such coverage. In all policies of director and officer liability insurance, Indemniteeshall be named as an insured in such a manner as to provide Indemnitee the same rights and benefitsas are accorded to the most favorably insured of the Company’s directors, if Indemnitee is adirector; or of the Company’s officers, if Indemnitee is not a director of the Company but is anofficer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintainsuch insurance if the Company determines in good faith that such insurance is not reasonablyavailable, if the premium costs for such insurance are disproportionate to the amount of coverageprovided, if the coverage provided by such insurance is limited by exclusions so as to provide aninsufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiaryor parent of the Company.
     **8. *Severability***. Nothing in this Agreement is intended to require or shall be construed asrequiring the Company to do or fail to do any act in violation of applicable law. The Company’sinability, pursuant to court order, to perform its obligations under this Agreement shall notconstitute a breach of this Agreement. The provisions of this Agreement shall be severable asprovided in this Section 8. If this Agreement or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then the Company shall nevertheless indemnifyIndemnitee to the full extent permitted by any applicable portion of this Agreement that shall nothave been invalidated, and the balance of this Agreement not so invalidated shall be enforceable inaccordance with its terms.
     **9. *Exceptions***. Any other provision herein to the contrary notwithstanding, the Company shallnot be obligated pursuant to the terms of this Agreement:
          (a) *Claims Initiated by Indemnitee*. To indemnify or advance expenses to Indemnitee withrespect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way ofdefense, except with respect to proceedings brought to establish or enforce a right toindemnification under this Agreement or any other statute or law or otherwise as required underSection 145 of the Delaware General Corporation Law, but such indemnification or advancement ofexpenses may be provided by the Company in specific cases if the Board of Directors has approvedthe initiation or bringing of such suit; or
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          (b) *Lack of Good Faith*. To indemnify Indemnitee for any expenses incurred by the Indemniteewith respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, ifa court of competent jurisdiction determines that each of the material assertions made by theIndemnitee in such proceeding was not made in good faith or was frivolous; or
          (c) *Insured Claims*. To indemnify Indemnitee for expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, andamounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrierunder a policy of officers’ and directors’ liability insurance maintained by the Company.
          (d) *Claims Under Section 16(b)*. To indemnify Indemnitee for expenses and the payment ofprofits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.
     **10. *Construction of Certain Phrases***.
          (a) For purposes of this Agreement, references to the “Company” shall include, in addition tothe resulting corporation, any constituent corporation (including any constituent of a constituent)absorbed in a consolidation or merger which, if its separate existence had continued, would havehad power and authority to indemnify its directors, officers, and employees or agents, so that ifIndemnitee is or was a director, officer, employee or agent of such constituent corporation, or isor was serving at the request of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise, Indemniteeshall stand in the same position under the provisions of this Agreement with respect to theresulting or surviving corporation as Indemnitee would have with respect to such constituentcorporation if its separate existence had continued.
          (b) For purposes of this Agreement, references to “other enterprises” shall include employeebenefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee withrespect to an employee benefit plan; and references to “serving at the request of the Company”shall include any service as a director, officer, employee or agent of the Company which imposesduties on, or involves services by, such director, officer, employee or agent with respect to anemployee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faithand in a manner Indemnitee reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner“not opposed to the best interests of the Company” as referred to in this Agreement.
     **11. *Counterparts***. This Agreement may be executed in one or more counterparts, each of whichshall constitute an original.
     **12. *Successors and Assigns***. This Agreement shall be binding upon the Company and itssuccessors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate,heirs, legal representatives and assigns.
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     **13. *Attorneys’ Fees***. In the event that any action is instituted by Indemnitee under thisAgreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paidall court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee withrespect to such action, unless as a part of such action, the court of competent jurisdictiondetermines that each of the material assertions made by Indemnitee as a basis for such action werenot made in good faith or were frivolous. In the event of an action instituted by or in the nameof the Company under this Agreement or to enforce or interpret any of the terms of this Agreement,Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees,incurred by Indemnitee in defense of such action (including with respect to Indemnitee’scounterclaims and cross-claims made in such action), unless as a part of such action the courtdetermines that each of Indemnitee’s material defenses to such action were made in bad faith orwere frivolous.
     **14. *Notice***. All notices, requests, demands and other communications under this Agreementshall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for bythe party addressee, on the date of such receipt, or (ii) if mailed by domestic certified orregistered mail with postage prepaid, on the third business day after the date postmarked.Addresses for notice to either party are as shown on the signature page of this Agreement, or assubsequently modified by written notice.
     **15. *Consent to Jurisdiction***. The Company and Indemnitee each hereby irrevocably consent tothe jurisdiction of the courts of the State of Delaware for all purposes in connection with anyaction or proceeding which arises out of or relates to this Agreement and agree that any actioninstituted under this Agreement shall be brought only in the state courts of the State of Delaware.
     **16. *Choice of Law***. This Agreement shall be governed by and its provisions construed inaccordance with the laws of the State of Delaware, as applied to contracts between Delawareresidents entered into and to be performed entirely within Delaware without regard to the conflictof law principles thereof.
     **17. *Period of Limitations***. No legal action shall be brought and no cause of action shall beasserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs,executors or personal or legal representatives after the expiration of two years from the date ofaccrual of such cause of action, and any claim or cause of action of the Company shall beextinguished and deemed released unless asserted by the timely filing of a legal action within suchtwo-year period; provided, however, that if any shorter period of limitations isotherwise applicable to any such cause of action, such shorter period shall govern.
     **18. *Subrogation***. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Company effectively to bring suit to enforce such rights.
     **19. *Amendment and Termination***. No amendment, modification, termination or cancellation ofthis Agreement shall be effective unless it is in writing signed by both the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed or shall constitute a
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waiver of any other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.
     **20. *Integration and Entire Agreement***. This Agreement sets forth the entire understandingbetween the parties hereto and supersedes and merges all previous written and oral negotiations,commitments, understandings and agreements relating to the subject matter hereof between theparties hereto.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.       **COVAD COMMUNICATIONS GROUP, INC**.       /s/ Douglas Carlen     *Signature of Authorized Signatory*          Douglas Carlen, Assistant Secretary      Address: 110 Rio Robles   San Jose, CA 95134     **AGREED TO AND ACCEPTED:**         **INDEMNITEE:**         /s/ John Trewin    *Signature*             John Trewin    Senior Vice President andChief Financial Officer         Address:             
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