<PAGE>   1
[SALOMON SMITH BARNEY LOGO]                                        EXHIBIT 10.28



Commercial Paper Dealer Agreement
--------------------------------------------------------------------------------


3(a)3 Program


Between:


Lafarge Corporation, as Issuer and Salomon Smith Barney Inc., as Dealer
Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement
dated as of March 2, 2001 between the Issuer and Citibank, N.A., as Issuing and
Paying Agent


Dated as of
March 2, 2001

COMMERCIAL PAPER DEALER AGREEMENT
3(a)3 PROGRAM

This agreement ("Agreement") sets forth the understandings between the Issuer
and the Dealer, each named on the cover page hereof, in connection with the
issuance and sale by the Issuer of its short-term promissory notes (the "Notes")
through the Dealer.

Certain terms used in this Agreement are defined in Section 6 hereof.

The Addendum to this Agreement, and any Annexes or Exhibits described in this
Agreement or such Addendum, are hereby incorporated into this Agreement and made
fully a part hereof.

1.  ISSUANCE AND SALE OF NOTES.

    1.1       While (i) the Issuer has and shall have no obligation to sell the
              Notes to the Dealer or to permit the Dealer to arrange any sale
              of the Notes for the account of the Issuer, and (ii) the Dealer
              has and shall have no obligation to purchase the Notes from the
              Issuer or to arrange any sale of the Notes for the account of the
              Issuer, the parties hereto agree that in any case where the
              Dealer purchases Notes from the Issuer, or arranges for the sale
              of Notes by the Issuer, such Notes will be purchased or sold by
              the Dealer in reliance on the representations, warranties,
              covenants and agreements of the Issuer contained herein or made
              pursuant hereto and on the terms and conditions and in the manner
              provided herein.

    1.2       So long as this Agreement shall remain in effect, the Issuer shall
              not, without the consent of the Dealer, offer, solicit or accept
              offers to purchase, or sell, any Notes or notes substantially
              similar to the Notes in reliance upon the exemption from
              registration under the Securities Act contained in Section 3(a)
              (3) thereof, except (a) in transactions with one or more dealers
              which may from time to time after the date

<PAGE>   2

          hereof become dealers with respect to the Notes by executing with the
          Issuer one or more agreements, of which the Issuer hereby undertakes
          to provide the Dealer prompt notice, (b) in transactions with the
          other dealers listed on the Addendum hereto, which are executing
          agreements with the Issuer contemporaneously herewith, or (c) directly
          on its own behalf in transactions with persons other than
          broker-dealers with respect to which no commission is payable.

    1.3   The Notes shall be in a minimum denomination of $100,000 or integral
          multiples of $1,000 in excess thereof, will bear such interest rates,
          if interest bearing, or will be sold at such discount from their face
          amounts, as shall be agreed upon by the Dealer and the Issuer; shall
          have a maturity not exceeding 270 days from the date of issuance
          (exclusive of days of grace); and shall not contain any provision for
          extension, renewal or automatic "rollover." The Notes shall be issued
          in the ordinary course of the Issuer's business.

    1.4   The authentication and issuance of, and payment for, the Notes shall
          be effected in accordance with the Issuing and Paying Agency
          Agreement, and the Notes shall be either individual physical
          certificates or book-entry notes evidenced by a Master Note registered
          in the name of DTC or its nominee, in the form or forms annexed to the
          Issuing and Paying Agency Agreement(1).

    1.5   If the Issuer and the Dealer shall agree on the terms of the purchase
          of any Note by the Dealer or the sale of any Note arranged by the
          Dealer (including, but not limited to, agreement with respect to the
          date of issue, purchase price, principal amount, maturity and interest
          rate (in the case of interest-bearing Notes) or discount thereof (in
          the case of Notes issued on a discount basis), and appropriate
          compensation for the Dealer's services hereunder) pursuant to this
          Agreement, the Issuer shall cause such Note to be issued and delivered
          in accordance with the terms of the Issuing and Paying Agency
          Agreement and payment for such Note shall be made by the purchaser
          thereof, either directly or through the Dealer, to the Issuing and
          Paying Agent, for the account of the Issuer. Except as otherwise
          agreed, in the event that the Dealer is acting as an agent and a
          purchaser shall either fail to accept delivery of or make payment for
          a Note on the date fixed for settlement, the Dealer shall promptly
          notify the Issuer, and if the Dealer has theretofore paid the Issuer
          for the Note, the Issuer will promptly return such funds to the Dealer
          against its return of the Note to the Issuer, in the case of a
          certificated Note, and upon notice of such failure in the case of a
          book-entry Note. If such failure occurred for any reason other than
          default by the Dealer, the Issuer shall reimburse the Dealer on an
          equitable basis for the Dealer's loss of the use of such funds for the
          period such funds were credited to the Issuer's account.

2.  REPRESENTATIONS AND WARRANTIES OF ISSUER.
    The Issuer represents and warrants that:

    2.1   The Issuer is a corporation duly organized, validly existing and in
          good standing under the laws of the jurisdiction of its incorporation
          and has all the requisite power and authority to execute, deliver and
          perform its obligations under the Notes, this Agreement and the
          Issuing and Paying Agency Agreement.

--------

(1) If the form or forms of Notes are not annexed to the Issuing and Paying
    Agency Agreement, they should be annexed to this Agreement or delivered to
    the Dealer, with appropriate certification by the Secretary of the Issuer,
    pursuant to section 3.6 of this Agreement.

<PAGE>   3

    2.2   This Agreement and the Issuing and Paying Agency Agreement have been
          duly authorized, executed and delivered by the Issuer and constitute
          legal, valid and binding obligations of the Issuer enforceable against
          the Issuer in accordance with their terms, subject to applicable
          bankruptcy, insolvency and similar laws affecting creditors' rights
          generally, and subject, as to enforceability, to general principles of
          equity (regardless of whether enforcement is sought in a proceeding in
          equity or at law).

    2.3   The Notes have been duly authorized, and when issued as provided in
          the Issuing and Paying Agency Agreement, will be duly and validly
          issued and will constitute legal, valid and binding obligations of the
          Issuer enforceable against the Issuer in accordance with their terms,
          subject to applicable bankruptcy, insolvency and similar laws
          affecting creditors' rights generally, and subject, as to
          enforceability, to general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law).

    2.4   The Notes are not required to be registered under the Securities Act,
          pursuant to the exemption from registration contained in Section
          3(a)(3) thereof, and no indenture in respect of the Notes is required
          to be qualified under the Trust Indenture Act of 1939, as amended; and
          the Notes are and will be rated as "prime quality" commercial paper by
          at least one nationally recognized statistical rating organization and
          will rank at least pari passu with all other unsecured and
          unsubordinated indebtedness of the Issuer.

    2.5   No consent or action of, or filing or registration with, any
          governmental or public regulatory body or authority, including the
          SEC, is required to authorize, or is otherwise required in connection
          with the execution, delivery or performance of, this Agreement, the
          Notes or the Issuing and Paying Agency Agreement, except as may be
          required by the securities or Blue Sky laws of the various states in
          connection with the offer and sale of the Notes.

    2.6   Neither the execution and delivery of this Agreement and the Issuing
          and Paying Agency Agreement, nor the issuance of the Notes in
          accordance with the Issuing and Paying Agency Agreement, nor the
          fulfillment of or compliance with the terms and provisions hereof or
          thereof by the Issuer, will (i) result in the creation or imposition
          of any mortgage, lien, charge or encumbrance of any nature whatsoever
          upon any of the properties or assets of the Issuer, or (ii) violate or
          result in a breach or a default under any of the terms of the Issuer's
          charter documents or by-laws, any contract or instrument to which the
          Issuer is a party or by which it or its property is bound, or any law
          or regulation, or any order, writ, injunction or decree of any court
          or government instrumentality, to which the Issuer is subject or by
          which it or its property is bound, which breach or default might have
          a material adverse effect on the condition (financial or otherwise),
          operations or business prospects of the Issuer or the ability of the
          Issuer to perform its obligations under this Agreement, the Notes or
          the Issuing and Paying Agency Agreement.

    2.7   There is no litigation or governmental proceeding pending, or to the
          knowledge of the Issuer threatened, against or affecting the Issuer or
          any of its subsidiaries which might result in a material adverse
          change in the condition (financial or otherwise), operations or
          business prospects of the Issuer or the ability of the Issuer to
          perform its obligations under this Agreement, the Notes or the Issuing
          and Paying Agency Agreement.

    2.8   The Issuer is not an "investment company" or an entity "controlled" by
          an "investment


<PAGE>   4

          company" within the meaning of the Investment Company Act of 1940, as
          amended.

    2.9   Neither the Offering Materials nor the Company Information contains
          any untrue statement of a material fact or omits to state a material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

    2.10  Each (a) issuance of Notes by the Issuer hereunder and (b) amendment
          or supplement of the Offering Materials shall be deemed a
          representation and warranty by the Issuer to the Dealer, as of the
          date thereof, that, both before and after giving effect to such
          issuance, and after giving effect to such amendment or supplement, (i)
          the representations and warranties given by the Issuer set forth above
          in this Section 2 remain true and correct on and as of such date as if
          made on and as of such date, (ii) in the case of an issuance of Notes,
          the Notes being issued on such date have been duly and validly issued
          and constitute legal, valid and binding obligations of the Issuer,
          enforceable against the Issuer in accordance with their terms, subject
          to applicable bankruptcy, insolvency and similar laws affecting
          creditors' rights generally and subject, as to enforceability, to
          general principles of equity (regardless of whether enforcement is
          sought in a proceeding inequity or at law), (iii) in the case of an
          issuance of Notes, since the date of the most recent Offering
          Materials, there has been no material adverse change in the condition
          (financial or otherwise), operations or business prospects of the
          Issuer which has not been disclosed to the Dealer in writing and (iv)
          the Issuer is not in default of any of its obligations hereunder,
          under the Notes or under the Issuing and Paying Agency Agreement.

3.  COVENANTS AND AGREEMENTS OF ISSUER.
    The Issuer covenants and agrees that:

    3.1   The Issuer will give the Dealer prompt notice (but in any event prior
          to any subsequent issuance of Notes hereunder) of any amendment to,
          modification of or waiver with respect to, the Notes or the Issuing
          and Paying Agency Agreement, including a complete copy of any such
          amendment, modification or waiver.

    3.2   The Issuer shall, whenever there shall occur any change in the
          Issuer's condition (financial or otherwise), operations or business
          prospects or any development or occurrence in relation to the Issuer
          that would be material to holders of the Notes or potential holders of
          the Notes (including any downgrading or receipt of any notice of
          intended or potential downgrading or any review for potential change
          in the rating accorded any of the Issuer's securities by any
          nationally recognized statistical rating organization which has
          published a rating of the Notes), promptly, and in any event prior to
          any subsequent issuance of Notes hereunder, notify the Dealer (by
          telephone, confirmed in writing) of such change, development or
          occurrence.

    3.3   The Issuer shall from time to time furnish to the Dealer such
          information as the Dealer may reasonably request, including, without
          limitation, any press releases or material provided by the Issuer to
          any national securities exchange or rating agency, regarding (i) the
          Issuer's operations and financial condition, (ii) the due
          authorization and execution of the Notes and (iii) the Issuer's
          ability to pay the Notes as they mature.


    3.4   The Issuer will take all such action as the Dealer may reasonably
          request to ensure that each offer and each sale of the Notes will
          comply with any applicable state Blue Sky


<PAGE>   5

          laws; provided, however, that the Issuer shall not be obligated to
          file any general consent to service of process or to qualify as a
          foreign corporation in any jurisdiction in which it is not so
          qualified or subject itself to taxation in respect of doing business
          in any jurisdiction in which it is not otherwise so subject.

    3.5   The Issuer will use the proceeds of the sale of the Notes for "current
          transactions" within the meaning of Section 3(a)(3) of the Securities
          Act.

    3.6   The Issuer will not be in default of any of its obligations hereunder,
          under the Notes or under the Issuing and Paying Agency Agreement, at
          any time that any of the Notes are outstanding.

    3.7   The Issuer shall not issue Notes hereunder until the Dealer shall have
          received (a) an opinion of counsel to the Issuer, addressed to the
          Dealer, satisfactory in form and substance to the Dealer, (b) a copy
          of the executed Issuing and Paying Agency Agreement as then in effect,
          (c) a copy of resolutions adopted by the Board of Directors of the
          Issuer, satisfactory in form and substance to the Dealer and certified
          by the Secretary or similar officer of the Issuer authorizing the
          execution and delivery by the Issuer of this Agreement, the Notes and
          the Issuing and Paying Agency Agreement and consummation by the Issuer
          of the transactions contemplated hereby and thereby, (d) prior to the
          issuance of any Notes represented by a book-entry Note registered in
          the name of DTC or its nominee, a copy of the executed Letter of
          Representations among the Issuer, the Issuing and Paying Agent and DTC
          and (e) such other certificates, letters, opinions and documents as
          the Dealer shall have reasonably requested.

    3.8   The Issuer shall reimburse the Dealer for all of the Dealer's
          out-of-pocket expenses related to this Agreement, including expenses
          incurred in connection with its preparation and negotiation, and the
          transactions contemplated hereby (including, but not limited to, the
          printing and distribution of the Offering Materials and any
          advertising expense), and, if applicable, for the reasonable fees and
          out-of-pocket expenses of the Dealer's counsel.

4.  DISCLOSURE.

    4.1   Offering Materials which may be provided to purchasers and prospective
          purchasers of the Notes shall be prepared for use in connection with
          the transactions contemplated by this Agreement. The Offering
          Materials and their contents (other than the Dealer Information) shall
          be the sole responsibility of the Issuer. The Issuer authorizes the
          Dealer to distribute the Offering Materials as determined by the
          Dealer.

    4.2   The Issuer agrees promptly to furnish the Dealer the Company
          Information as it becomes available.

    4.3   (a) The Issuer further agrees to notify the Dealer promptly upon the
          occurrence of any event relating to or affecting the Issuer that would
          cause the Offering Materials then in existence to include an untrue
          statement of a material fact or to omit to state a material fact
          necessary in order to make the statements contained therein, in light
          of the circumstances under which they are made, not misleading.

          (b) In the event that the issuer gives the Dealer notice pursuant to
          Section 4.3(a) and the Dealer notifies the Issuer that it then has
          Notes it is holding in inventory, the Issuer agrees promptly to
          supplement or amend the Offering Materials so that the Offering
          Materials, as amended or supplemented, shall not contain an untrue
          statement of a

<PAGE>   6

          material fact or omit to state a material fact necessary in order to
          make the statements therein, in light of the circumstances under which
          they were made, not misleading, and the Issuer shall make such
          supplement or amendment available to the Dealer.

          (c) In the event that (i) the Issuer gives the Dealer notice pursuant
          to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it
          is then holding Notes in inventory and (iii) the Issuer chooses not to
          promptly amend or supplement the Offering Materials in the manner
          described in clause (b) above, then all solicitations and sales of
          Notes shall be suspended until such time as the Issuer has so amended
          or supplemented the Offering Materials, and made such amendment or
          supplement available to the Dealer.

5.  INDEMNIFICATION AND CONTRIBUTION.

    5.1   The Issuer will indemnify and hold harmless the Dealer, each
          individual, corporation, partnership, trust, association or other
          entity controlling the Dealer, any affiliate of the Dealer or any such
          controlling entity and their respective directors, officers,
          employees, partners, incorporators, shareholders, servants, trustees
          and agents (hereinafter the "Indemnitees") against any and all
          liabilities, penalties, suits, causes of action, losses, damages,
          claims, costs and expenses (including, without limitation, fees and
          disbursements of counsel) or judgments of whatever kind or nature
          (each a "Claim"), imposed upon, incurred by or asserted against the
          Indemnitees arising out of or based upon (i) any allegation that the
          Offering Materials, the Company Information or any information
          provided by the Issuer to the Dealer included (as of any relevant
          time) or includes an untrue statement of a material fact or omitted
          (as of any relevant time) or omits to state any material fact
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading or (ii)
          arising out of or based upon the breach by the Issuer of any
          agreement, covenant or representation made in or pursuant to this
          Agreement. This indemnification shall not apply to the extent that the
          Claim arises out of or is based upon Dealer Information.

    5.2   Provisions relating to claims made for indemnification under this
          Section 5 are set forth on Exhibit A to this Agreement.

    5.3   In order to provide for just and equitable contribution in
          circumstances in which the indemnification provided for in this
          Section 5 is held to be unavailable or insufficient to hold harmless
          the Indemnitees, although applicable in accordance with the terms of
          this Section 5, the Issuer shall contribute to the aggregate costs
          incurred by the Dealer in connection with any Claim in the proportion
          of the respective economic interests of the Issuer and the Dealer;
          provided, however, such contribution by the Issuer shall be in an
          amount such that the aggregate costs incurred by the Dealer do not
          exceed the aggregate of the commissions and fees earned by the Dealer
          hereunder with respect to the issue or issues of Notes to which such
          Claim relates. The respective economic interests shall be calculated
          by reference to the aggregate proceeds to the Issuer of the Notes
          issued hereunder and the aggregate commissions and fees earned by the
          Dealer hereunder.

6.  DEFINITIONS.
    6.1   "Claim" shall have the meaning set forth in Section 5.1.


    6.2   "Company Information" at any given time shall mean the Offering
          Materials together with, to the extent applicable, (i) the Issuer's
          most recent report on Form 10-K filed

<PAGE>   7

          with the SEC and each report on Form 10-Q or 8-K filed by the Issuer
          with the SEC since the most recent Form 10-K, (ii) the Issuer's most
          recent annual audited financial statements and each interim financial
          statement or report prepared subsequent thereto, if not included in
          item (i) above, (iii) the Issuer's and its affiliates' other publicly
          available recent reports, including, but not limited to, any publicly
          available filings or reports provided to their respective
          shareholders, (iv) any other information or disclosure prepared
          pursuant to Section 4.3 hereof and (v) any information prepared or
          approved by the Issuer for dissemination to investors or potential
          investors in the Notes.

    6.3   "Dealer Information" shall mean material concerning the Dealer
          provided by the Dealer in writing expressly for inclusion in the
          Offering Materials.

    6.4   "DTC" shall mean The Depository Trust Company.

    6.5   "Indemnitee" shall have the meaning set forth in Section 5.1.

    6.6   "Issuing and Paying Agency Agreement" shall mean the issuing and
          paying agency agreement described on the cover page of this Agreement,
          as such agreement may be amended or supplemented from time to time.

    6.7   "Issuing and Paying Agent" shall mean the party designated as such on
          the cover page of this Agreement, as issuing and paying agent under
          the Issuing and Paying Agency Agreement, or any successor thereto in
          accordance with the Issuing and Paying Agency Agreement.

    6.8   "Offering Materials" shall mean offering materials prepared in
          accordance with Section 4, which may be provided to purchasers and
          prospective purchasers of the Notes, and shall include amendments and
          supplements thereto which may be prepared from time to time in
          accordance with this Agreement (other than any amendment or supplement
          that has been completely superseded by a later supplement or
          amendment).

    6.9   "SEC" shall mean the U.S. Securities and Exchange Commission.

    6.10  "Securities Act" shall mean the U.S. Securities Act of 1933, as
          amended.

7.  GENERAL.

    7.1   Unless otherwise expressly provided herein, all notices under this
          Agreement to parties hereto shall be in writing and shall be effective
          when received at the address of the respective party set forth in the
          Addendum to this Agreement.

    7.2   This Agreement shall be governed by and construed in accordance with
          the laws of the State of New York, without regard to its conflict of
          laws provisions.

    7.3   The Issuer agrees that any suit, action or proceeding brought by the
          Issuer against the Dealer in connection with or arising out of this
          Agreement or the Notes or the offer and sale of the Notes shall be
          brought solely in the United States federal courts located in the
          Borough of Manhattan or the courts of the State of New York located in
          the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS
          RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT
          TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

    7.4   This Agreement may be terminated, at any time, by the Issuer, upon one
          business

<PAGE>   8

          day's prior notice to such effect to the Dealer, or by the Dealer upon
          one business day's prior notice to such effect to the Issuer. Any such
          termination, however, shall not affect the obligations of the Issuer
          under Sections 3.8, 5 and 7.3 hereof or the respective
          representations, warranties, agreements, covenants, rights or
          responsibilities of the parties made or arising prior to the
          termination of this Agreement.

    7.5   This Agreement is not assignable by either party hereto without the
          written consent of the other party; provided, however, that the Dealer
          may assign its rights and obligations under this Agreement to any
          affiliate of the Dealer.
    7.6   This Agreement may be signed in any number of counterparts, each of
          which shall be an original, with the same effect as if the signatures
          thereto and hereto were upon the same instrument.

    7.7   This Agreement is for the exclusive benefit of the parties hereto, and
          their respective successors and permitted assigns hereunder, and shall
          not be deemed to give any legal or equitable right, remedy or claim to
          any other person whatsoever.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.

<TABLE>
<S>                                 <C>
Lafarge Corporation, AS ISSUER      Salomon Smith Barney Inc., AS DEALER

By:/s/ Kevin Grant                          By:/s/ James M. Hennessy
   ---------------------------------               -----------------------------

Name: Kevin Grant                           Name:  James M. Hennessy

Title:  Treasurer                           Title:  Director, Money Markets Origination
</TABLE>


<PAGE>   9


ADDENDUM
The following additional clauses shall apply to the Agreement and be deemed a
part thereof when the respective parties have placed their initials in the left
margin beside the respective paragraph number.

1. The other dealers referred to in clause (b) of Section 1.2 of the
   Agreement are Suntrust Equitable Securities Corporation.

2. The following Section 3.9 is hereby added to the Agreement:

   3.9   Without limiting any obligation of the Issuer pursuant to this
         Agreement to provide the Dealer with credit and financial information,
         the Issuer hereby acknowledges and agrees that the Dealer may share the
         Company Information and any other information or matters relating to
         the Issuer or the transactions contemplated hereby with affiliates of
         the Dealer, including, but not limited to, Citibank N.A. and that such
         affiliates may likewise share information relating to the Issuer or
         such transactions with the Dealer.

3. The addresses of the respective parties for purposes of notices under Section
   7.1 are as follows:

    For the Issuer:

    Address:   12950 Worldgate Drive
               Herndon, VA 20170

    Attention:  Kevin Grant, Treasurer

    Telephone number:  (703) 480-3673

    Fax number: (703) 480-3758

    For the Dealer:

    Address:                 Salomon Smith Barney Inc.
                             390 Greenwich Street, 4th Floor
                             New York, NY 10013

    Attention:               Money Markets Origination

    Telephone number:        (212) 723-6341

    Fax number:              (212) 723-8624





<PAGE>   10




EXHIBIT A
FURTHER PROVISIONS RELATING TO INDEMNIFICATION

    (a)   The Issuer agrees to reimburse each Indemnitee for all expenses
          (including reasonable fees and disbursements of internal and external
          counsel) as they are incurred by it in connection with investigating
          or defending any loss, claim, damage, liability or action in respect
          of which indemnification may be sought under Section 5 of the
          Agreement (whether or not it is a party to any such proceedings).

    (b)   Promptly after receipt by an Indemnitee of notice of the existence of
          a Claim, such Indemnitee will, if a claim in respect thereof is to be
          made against the Issuer, notify the Issuer in writing of the existence
          thereof; provided that (i) the omission so to notify the Issuer will
          not relieve the Issuer from any liability which it may have hereunder
          unless and except to the extent it did not otherwise learn of such
          Claim and such failure results in the forfeiture by the Issuer of
          substantial rights and defenses, and (ii) the omission so to notify
          the Issuer will not relieve it from liability which it may have to an
          Indemnitee otherwise than on account of this indemnity agreement. In
          case any such Claim is made against any Indemnitee and it notifies the
          Issuer of the existence thereof, the Issuer will be entitled to
          participate therein, and to the extent that it may elect by written
          notice delivered to the Indemnitee, to assume the defense thereof,
          with counsel reasonably satisfactory to such Indemnitee; provided that
          if the defendants in any such Claim include both the Indemnitee and
          the Issuer, and the Indemnitee shall have concluded that there may be
          legal defenses available to it which are different from or additional
          to those available to the Issuer, the Issuer shall not have the right
          to direct the defense of such Claim on behalf of such Indemnitee, and
          the Indemnitee shall have the right to select separate counsel to
          assert such legal defenses on behalf of such Indemnitee. Upon receipt
          of notice from the Issuer to such Indemnitee of the Issuer's election
          so to assume the defense of such Claim and approval by the Indemnitee
          of counsel, the Issuer will not be liable to such Indemnitee for
          expenses incurred thereafter by the Indemnitee in connection with the
          defense thereof (other than reasonable costs of investigation) unless
          (i) the Indemnitee shall have employed separate counsel in connection
          with the assertion of legal defenses in accordance with the proviso to
          the next preceding sentence (it being understood, however, that the
          Issuer shall not be liable for the expenses of more than one separate
          counsel (in addition to any local counsel in the jurisdiction in which
          any Claim is brought), approved by the Dealer, representing the
          Indemnitee who is party to such Claim), (ii) the Issuer shall not have
          employed counsel reasonably satisfactory to the Indemnitee to
          represent the Indemnitee within a reasonable time after notice of
          existence of the Claim or (iii) the Issuer has authorized in writing
          the employment of counsel for the Indemnitee. The indemnity,
          reimbursement and contribution obligations of the Issuer hereunder
          shall be in addition to any other liability the Issuer may otherwise
          have to an Indemnitee and shall be binding upon and inure to the
          benefit of any successors, assigns, heirs and personal representatives
          of the Issuer and any Indemnitee. The Issuer agrees that without the
          Dealer's prior written consent, it will not settle, compromise or
          consent to the entry of any judgment in any Claim in respect of which
          indemnification may be sought under the indemnification provision of
          the Agreement (whether or not the Dealer or any other Indemnitee is an
          actual or potential party to such Claim), unless such settlement,
          compromise or consent includes an unconditional release of each
          Indemnitee from all liability arising out of such Claim.