directly orindirectly, of securities of the Company representing at least 50% of the total voting powerrepresented by the Company’s then outstanding Voting Securities, (ii) during any period of twoconsecutive years, individuals who at the beginning of such period constitute the Board ofDirectors of the Company and any new director whose election by the Board of Directors ornomination for election by the Company’s stockholders was approved by a vote of at least twothirds (2/3) of the directors then still in office who either were directors at the beginning ofthe period or whose election or nomination for election was previously so approved, cease for anyreason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger orconsolidation of the Company with any other corporation other than a merger or consolidation whichwould result in the Voting Securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into VotingSecurities of the surviving entity) at least 50% of the total voting power represented by theVoting Securities of the Company or such surviving entity outstanding immediately after suchmerger or consolidation, (iv) the stockholders of the Company approve a plan of completeliquidation of the Company or an agreement for the sale or disposition by the Company of (in onetransaction or a series of related transactions) all or substantially all of the Company’s assets;or (v) there occurs any other event of a nature that would be required to be reported in responseto Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similarschedule or form) promulgated under the Exchange Act, whether or not the Company is then subjectto such reporting requirement.          (b) “Claim” shall mean any threatened, pending or completed action, suit, proceeding oralternative dispute resolution mechanism, whether instituted by or in the right of the Company orby any other party, or any hearing, inquiry or investigation that Indemnitee in good faithbelieves might lead to the institution of any such action, suit, proceeding or alternative disputeresolution mechanism, whether civil, criminal, administrative, investigative or other.          (c) References to the “Company” shall include, in addition to Encore Wire Corporation, anyconstituent corporation (including any constituent of a constituent) absorbed in a consolidationor merger to which Encore Wire Corporation (or any of its wholly owned subsidiaries) is a partywhich, if its separate existence had continued, would have had power and authority to indemnifyits directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was adirector, officer, employee, agent or fiduciary of such constituent corporation, or is or wasserving at the request of such constituent corporation as a director, officer, employee, agent orfiduciary of another corporation, partnership, joint venture, employee benefit plan, trust orother enterprise, Indemnitee shall stand in the same position under the provisions of thisAgreement with respect to the resulting or surviving corporation as Indemnitee would have withrespect to such constituent corporation if its separate existence had continued.          (d) “Covered Event” shall mean any event or occurrence related to the fact that Indemnitee isor was a director or officer of the Company, or any subsidiary of the Company, or is or wasserving at the request of the Company as a director, officer, employee, agent orfiduciary of another corporation, partnership, joint venture, trust or other enterprise, orby reason of any action or inaction on the part of Indemnitee while serving in such capacity.
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          (e) “Expenses” shall mean any and all expenses (including attorneys’ fees) and all othercosts, expenses and obligations actually incurred by Indemnitee in connection with investigating,defending, being a witness in or participating in (including on appeal), or preparing to defend,to be a witness in or to participate in, any Claim.          (f) “Independent Counsel” shall mean a law firm, or a member of a law firm, that isexperienced in matters of corporate law and neither presently is, nor in the past five years hasbeen, retained to represent: (i) the Company or Indemnitee in any matter material to either suchparty (other than with respect to matters concerning the rights of Indemnitee under thisAgreement, or of other indemnitees under similar indemnity agreements), or (ii) any other party toany Claim giving rise to indemnification hereunder. Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest in representing either theCompany or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.          (g) References to “other enterprises” shall include employee benefit plans; references to“fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefitplan; and references to “serving at the request of the Company” shall include any service as adirector, officer, employee, agent or fiduciary of the Company which imposes duties on, orinvolves services by, such director, officer, employee, agent or fiduciary with respect to anemployee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in goodfaith and 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.          (h) “Reviewing Party” shall mean the (i) member or members of the Company’s Board ofDirectors who is not a party to the particular Claim, issue or matter for which Indemnitee isseeking indemnification, or (ii) Independent Legal Counsel.          (i) “Voting Securities” shall mean any securities of the Company that vote generally in theelection of directors.     2. Indemnification.     (a) In the event Indemnitee was, is or becomes a party to or witness or otherparticipant in, or is threatened to be made a party to or witness or other participant in, aClaim by reason of (or arising in part out of) a Covered Event, the Company shall indemnifyIndemnitee to the fullest extent permitted by law as soon as practicable but in any event nolater than thirty days after written demand is presented to the Company, against any and allExpenses, liabilities, losses, judgments, fines, excise taxes, penalties and amounts paid insettlement (including all interest, assessments and other charges paidor payable in connection with or in respect of such Expenses, liabilities, losses,judgments, fines, excise taxes, penalties or amounts paid in settlement) of such Claim. TheCompany shall advance any and all Expenses actually incurred by Indemnitee (an “ExpenseAdvance”), and such advancement shall be made within ten (10) days after the
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receipt by theCompany of a statement or statements (together with copies of summary invoices or otherevidence that Indemnitee actually incurred such Expenses) from Indemnitee requesting suchadvance or advances from time to time, whether prior to or after final disposition of aClaim. Expense Advances shall be made without regard to the ability of Indemnitee to repaysuch amounts. Any such Expense Advances shall be made on an unsecured basis and beinterest-free.     (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section2(a) shall be subject to the condition that the Reviewing Party shall not have determined(in a written opinion, in any case in which the Independent Legal Counsel referred to inSection 3 hereof is involved) that Indemnitee would not be permitted to be indemnified underapplicable law, and (ii) the obligation of the Company to make an Expense Advance pursuantto Section 2(a) shall be subject to the condition that, if, when and to the extent that theReviewing Party ultimately determines that Indemnitee would not be permitted to be soindemnified under applicable law, the Company shall be entitled to be reimbursed byIndemnitee (who hereby agrees and undertakes to reimburse the Company within 30 days afterthe Company makes written demand for payment) for all such amounts theretofore paid bygiving Indemnitee written demand for repayment within 10 days after such determination ismade; provided, however, that if Indemnitee has commenced or thereafter commences legalproceedings in a court of competent jurisdiction to secure a determination that Indemniteeshould be indemnified under applicable law, any determination made by the Reviewing Partythat Indemnitee would not be permitted to be indemnified under applicable law shall not bebinding and Indemnitee shall not be required to reimburse the Company for any ExpenseAdvance until a final judicial determination is made with respect thereto (as to which allrights of appeal therefrom have been exhausted or lapsed). If there has not been a Changein Control, the Reviewing Party shall be members of the Company’s Board of Directors who arenot a party to the particular Claim, issue or matter for which Indemnitee is seekingindemnification, and if there has been such a Change in Control or if no such disinteresteddirectors are available, the Reviewing Party shall be the Independent Legal Counsel referredto in Section 3 hereof. If there has been no determination by the Reviewing Party or if theReviewing Party determines that Indemnitee substantively would not be permitted to beindemnified in whole or in part under applicable law, Indemnitee shall have the right tocommence litigation in any court in the State of Texas or Delaware having subject matterjurisdiction thereof and in which venue is proper seeking an initial determination by thecourt or challenging any such determination by the Reviewing Party or any aspect thereof,including the legal or factual bases therefor, and the Company hereby consents to service ofprocess and to appear in any such proceeding. In the event that the Indemnitee does notcommence such litigation following a determination by the Reviewing Party, suchdetermination by the Reviewing Party shall be conclusive and binding on the Company andIndemnitee.     (c) The Company shall not be liable to indemnify Indemnitee under this Agreement forany amounts paid in settlement of any action or Claim effected without its written consent.The Company shall not settle any action or claim in any manner which would impose anypenalty or limitation on Indemnitee without Indemnitee’s written
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consent. Neither theCompany nor Indemnitee will unreasonably withhold their consent to any proposed settlement.     3. Change in Control. The Company agrees that if there is a Change in Control of theCompany, then with respect to all matters thereafter arising concerning the rights of Indemnitee toindemnity payments and Expense Advances under this Agreement or any other agreement or Companycharter or by-law provision now or hereafter in effect relating to Claims for Covered Events, theCompany shall seek legal advice only from Independent Legal Counsel selected by Indemnitee andapproved by the Company (which approval shall not be unreasonably withheld). Such counsel, amongother things, shall render its written opinion to the Company and Indemnitee as to whether and towhat extent the Indemnitee would be permitted to be indemnified under applicable law. The Companyagrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to aboveand to fully indemnify such counsel against any and all expenses (including attorneys’ fees),claims, liabilities and damages arising out of or relating to this Agreement or its engagementpursuant hereto.     4. Indemnification for Additional Expenses. The Company shall, to the maximum extentpermitted by law, indemnify Indemnitee against any and all Expenses and, if requested byIndemnitee, shall (within ten business days of such request) advance such Expenses to Indemnitee,which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i)indemnification or Expense Advances under this Agreement or any other agreement or Company charteror by-law provision now or hereafter in effect relating to Claims for Covered Events, or (ii)recovering under any directors’ and officers’ liability insurance policies maintained by theCompany, regardless of whether Indemnitee ultimately is determined to be entitled to suchindemnification, advance expense payment or insurance recovery, as the case may be.     5. Additional Indemnification Rights; Nonexclusivity.     (a) The Company hereby agrees to indemnify the Indemnitee to the fullest extentpermitted by law, notwithstanding that such indemnification is not specifically authorizedby the other provisions of this Agreement, the Company’s Certificate of Incorporation, theCompany’s Bylaws or by statute. In the event of any change after the date of this Agreementin any applicable law, statute or rule which expands the right of a Delaware corporation toindemnify a member of its board of directors or an officer, employee, agent or fiduciary, itis the intent of the parties hereto that Indemnitee shall enjoy by this Agreement thegreater benefits afforded by such change. In the event of any change in any applicable law,statute or rule which narrows the right of a Delaware corporation to indemnify a member ofits board of directors or an officer, employee, agent or fiduciary, such change, to theextent not otherwise required by such law, statute or rule to be applied to this Agreement,shall have no effect on this Agreement or the parties’ rights and obligations hereunder.     (b) The indemnification and the payment of Expense Advances provided by this Agreementshall be in addition to any rights to which Indemnitee may be entitled under the Company’sCertificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders ordisinterested directors, the DGCL, or otherwise. The indemnification and
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the payment ofExpense Advances provided under this Agreement shall continue as to Indemnitee for anyaction taken or not taken while serving in an indemnified capacity even though subsequentthereto Indemnitee may have ceased to serve in such capacity.     6. No Duplication of Payments. The Company shall not be liable under this Agreementto make any payment in connection with any Claim made against Indemnitee to the extent Indemniteehas otherwise actually received payment (under any insurance policy, provision of the Company’sCertificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.     7. Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of Expenses incurred inconnection with any Claim, but not, however, for all of the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.     8. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original.     9. Binding Effect; Successors and Assigns. This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto and their respective successors,assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwiseto all or substantially all of the business or assets of the Company), spouses, heirs and personaland legal representatives. The Company shall require and cause any successor (whether direct orindirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all,or a substantial part, of the business or assets of the Company, by written agreement in form andsubstance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place.     10. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given if (i) delivered by hand and signedfor by the party addressed, on the date of such delivery, (ii) mailed by domestic certified orregistered mail with postage prepaid, on the third business day after the date postmarked, (iii)mailed by reputable overnight courier and receipted for by the party to whom said notice or othercommunication shall have been directed or (iv) sent by facsimile transmission, with receiptconfirmed. Addresses for notice to either party are as shown on the signature page of thisAgreement, or as subsequently modified by written notice.     11. Severability. The provisions of this Agreement shall be severable in the eventthat any of the provisions hereof (including any provision within a single section, paragraph orsentence) are held by a court of competent jurisdiction to be invalid, void or otherwiseunenforceable, and the remaining provisions shall remain enforceable to the fullest extentpermitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement(including without limitation each portion of this Agreement containing any provision held to beinvalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shallbe
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construed so as to give effect to the intent manifested by the provision held invalid, illegalor unenforceable.     12. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers andduties of the parties to this Agreement, shall be governed by and construed in accordance with thelaws of the State of Delaware without regard to principles of conflicts of laws.     13. Consent to Jurisdiction. Except as provided in Section 2(b), the Company andIndemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State ofDelaware for all purposes in connection with any action or proceeding which arises out of orrelates to this Agreement and agree that any action instituted under this Agreement shall becommenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in andfor New Castle County, which shall be the exclusive and only proper forum for adjudicating such aclaim.     14. 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.     15. Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writing signed by both theparties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be orshall constitute a waiver of any other provisions hereof (whether or not similar), nor shall suchwaiver constitute a continuing waiver.     16. Integration and Entire Agreement. This Agreement sets forth the entireunderstanding between the parties hereto and supersedes and merges all previous written and oralnegotiations, commitments, understandings and agreements relating to the subject matter hereofbetween the parties hereto.     17. No Construction as Employment Agreement. Nothing contained in this Agreementshall be construed as giving Indemnitee any right to be retained in the employ of the Company orany of its subsidiaries or affiliated entities.     18. Duration of Agreement. This Agreement shall continue until and terminate upon thelater of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director ofthe Company; (b) one year after the final termination of all pending Claims in respect of whichIndemnitee is granted rights of indemnification or advancement of Expenses hereunder; or (c) oneyear after the expiration of all statutes of limitation applicable to possible Claims.     **19. ****INDEMNIFICATION FOR NEGLIGENCE****. INDEMNITEE SHALL BE INDEMNIFIED AND EXPENSESSHALL BE ADVANCED WHETHER OR NOT THE CLAIMS OR COVERED ACTS ARE IN ANY WAY OR TO THE EXTENT RELATEDTO OR ARISING FROM OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENCT ACT OR OMISSION OF ANY KIND BYINDEMNITEE TO THE**
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**EXTENT THAT INDEMNIFICATION AND EXPENSE ADVANCE IS ALLOWED PURSUANT TO THE TERMSOF THIS AGREEMENT.**     20. Internal Revenue Code Section 409A Compliance. This Agreement is not intended toprovide for a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of1986, as amended, and the regulations and other guidance thereunder because it is intended to be anindemnification plan or agreement as described in Treasury Regulation Section 1.409A-1(b)(10). Inthe event that an indemnification payment provided for in this Agreement does not meet theexception for indemnification plans or agreements described in Treasury Regulation Section1.409A-1(b)(10), then notwithstanding any provision of this Agreement to the contrary, payment ofsuch an indemnification payment will be made on or before the last day of the calendar yearfollowing the calendar year in which the expense related to the payment is incurred.[Remainder of this page intentionally left blank][Signature page follows]
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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement effectiveas of the date first above written.      **COMPANY:**