Common use of Additional Gross-up Amounts Clause in Contracts

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ independent auditors) that any of the Non- Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSI and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSI's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSI or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSI shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSI and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSI’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSI or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSI shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Stilwell and/or the Executive that certain Payments are neither subject to Excise ▇▇ ▇▇▇▇▇e Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the Internal Revenue Service (the "IRS"), final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Stilwell's independent auditors) that any of the Non- Non-Parachute Items are subject ▇▇▇ ▇▇▇▇▇ct to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Stilwell or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇ ▇▇▇▇▇▇▇▇ cable, then Stilwell shall pay the Executive an amount (which shall also be deemed a Gross▇▇▇▇▇-up ▇p Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company's independent auditors) auditors that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Section 5.1 or Paragraph 7(i)5.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 5.1 multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of Stilwell and/or the Executive that cert▇▇▇ ▇▇▇▇▇▇▇▇ and/or the Executive that certain Payments ents are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Stilwell's independent auditors) that any of the Non- a▇▇ ▇▇ ▇▇▇ Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by Stilwell or the Executive pursuant to P▇▇▇▇▇▇▇▇ or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Stilwell shall pay the Executive an amount amo▇▇▇ (which ▇▇▇ch shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Corporation and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ independent auditorsthe Accounting Firm) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ the Corporation or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i)this Section, as applicable, then ▇▇▇▇▇▇▇▇ the Corporation shall pay the Executive an amount (which shall also be deemed a additional Gross-up Payment) equal Payment in order to compensate the product of: Executive for (i) the sum of (a) such additional Excise Taxes and (b) Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by Section 11(b, and (ii) the any federal, state, and local income tax, and any Excise Tax upon such additional Gross-up MultiplePayments, calculated in the manner described in Section 11(b).

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSL and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-subsequently- enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSL's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSL or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSL shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion of --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCS and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCS’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCS or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCS shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSI and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSI's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSI or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSI shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company’s independent auditors) auditors that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Section 5.1 or Paragraph 7(i)5.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes Taxes, and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 5.1 multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due is greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Article 14.1 or Paragraph 7(i)14.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Article 14.1 multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Stilwell and/or the Executive that certain Payments are neither subject to Excise ▇▇ ▇▇▇▇se Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the Internal Revenue Service (the "IRS"), final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Stilwell's independent auditors) that any of the Non- Non-Parachute Items are subject Item▇ ▇▇▇ ▇▇▇▇ect to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Stilwell or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇ ▇▇▇▇▇▇▇▇ icable, then Stilwell shall pay the Executive an amount (which shall also be deemed a Gross-up ▇ ▇▇▇▇▇-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of Stilwell and/or the Executive th▇▇ ▇▇▇▇▇▇▇▇ and/or the Executive that certain in Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or Stilwell's independent auditors) ▇▇▇▇ ▇▇▇▇▇'▇ independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Stilwell or the Executive pursuant to Paragraph pursua▇▇ ▇▇ ▇▇ragraph 7(h) or Paragraph 7(i), as applicable, then Stilwell shall pay the Executive ▇▇ ▇▇▇▇▇▇▇▇ shall pay the Executive an amount nt (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company's independent auditors) auditors that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Article 14.1 or Paragraph 7(i)14.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Article 14.1 multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Employer and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Employer's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ the Employer or the Executive pursuant to Paragraph 7(h) Section 7.1 or Paragraph 7(i)7.2, as applicable, then ▇▇▇▇▇▇▇▇ the Employer shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 7.1 (multiplied by) (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSL and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-subsequently- enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSL's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSL or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSL shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Potential Parachute Payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Potential Parachute Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company's independent auditors) auditors that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Section 13.1 or Paragraph 7(i)13.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall promptly upon request by the Executive pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes and (b2) any interest, fines, penalties, expenses or other costs or liability therefor incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 13.1 multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Section 5.1 or Paragraph 7(i)5.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes Taxes, and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 5.1 multiplied by by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇Stilwell and/or the Executive ▇▇▇▇ and/or the Executive that certain ▇▇▇tain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or Stilwell's independent auditor▇) ▇▇▇▇ ▇▇▇▇▇'▇ independent auditors) that any y of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇Stilwell or the Executive purs▇▇▇▇ or the Executive pursuant to ▇▇ Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Stilwell shall pay the Executive an amount Executi▇▇ ▇▇ ▇▇ount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion of --------------------------- of ▇▇▇▇▇▇▇▇ the Company and/or the Executive that certain Payments payments are neither either not subject to Excise Taxes nor or not to be counted in determining whether other Payments payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later ------------------ determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ the Company's independent auditors) auditors that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater or the amount of the Excise Taxes due are greater for any other reason than the amount determined by ▇▇▇▇▇▇▇▇ the Company or the Executive pursuant to Paragraph 7(h) Section 5.1 or Paragraph 7(i)5.2, as applicable, then ▇▇▇▇▇▇▇▇ the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (ia) the sum of (a1) such additional Excise Taxes Taxes, and (b2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); Section 5.1 -19- multiplied by (iib) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇Stilwell and/or the Executive ▇▇▇▇ and/or the Executive that certain ▇ertain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or Stilwell's independent audito▇▇) ▇▇▇▇▇▇▇▇'▇ independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇Stilwell or the Executive purs▇▇▇▇ or the Executive pursuant to ▇▇ Paragraph 7(h) or Paragraph 7(i), as applicable, then Stilwell shall pay the Executiv▇ ▇▇ ▇▇▇▇▇▇▇▇ shall pay the Executive an amount unt (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion of --------------------------- of ▇▇▇▇▇▇▇▇ KCSI and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSI's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSI or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSI shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "“Non-Parachute Item"”), it is later determined (pursuant to 7 subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway’s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ KCSI and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ KCSI s independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ KCSI or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ KCSI shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion of --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway's independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ Railway's independent auditors) that any of the Non- Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (aA) such additional Excise Taxes and (bB) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (ii) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the Internal Revenue Service (the "IRS"), final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ independent auditors) that any of the Non- Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of: (i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken taken (ii) a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by (iiiii) the Gross-up Multiple.