SECURITIES ACCOUNT CONTROL AGREEMENT
(Wells Fargo Affiliate Intermediary)
THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this "Agreement") is entered into as of
DECEMBER 15,2004, by and among CRAY INC. ("Customer"), WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Intermediary"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Secured Party").
A. Customer maintains that certain account no. 14272100, and may now or hereafter maintain sub-accounts
thereunder or consolidated therewith (collectively, the "Securities Account") with Intermediary pursuant to an
agreement between Intermediary and Customer dated as of February 17, 2003 (the "Account Agreement"), and
Customer has granted to Secured Party a security interest in the Securities Account and all financial assets and
other property now or at any time hereafter held in the Securities Account.
B. Secured Party, Customer and Intermediary have agreed to enter into this Agreement to perfect Secured
Party's security interests in the Collateral, as defined below.
NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties agree as follows:
1. DEFINITIONS. As used herein:
(a) the term "Collateral" shall mean: (i) the Securities Account; (ii) all financial assets credited to the Securities
Account; (iii) all security entitlements with respect to the financial assets credited to the Securities Account; (iv)
any and all other investment property or assets maintained or recorded in the Securities Account; and (v) all
replacements or substitutions for, and proceeds of the sale or other disposition of, any of the foregoing, including
without limitation, cash proceeds; and
(b) the terms "investment property," "entitlement order," "financial asset" and "security entitlement" shall have the
respective meanings set forth in the Washington Uniform Commercial Code. The parties hereby expressly agree
that all property, including without limitation, cash, certificates of deposit and mutual funds, at any time held in