Common use of Accounting by Trustee Clause in Contracts

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee a written account of its administration of the Trust during such period, or during the period from the close of the last valuation period to the date of the removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (ai) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records accounts of all investments, its receipts, disbursements, investments and all other transactions required to be made, including such specific records disbursements under this Trust Agreement. Such person or persons as PWG shall designate shall be agreed allowed to inspect the books of account relating to the trust upon in writing between request at any reasonable time during the Company and business hours of the Trustee. As soon as -12- reasonably practicable following With respect to any securities or properties which do not have a readily ascertainable market value, PWG shall provide the Trustee with periodic valuations of such securities or properties. The valuation method of each valuation report shall be done in a manner consistent with valuations used by PWG on its inventory of securities. The Trustee may conclusively rely upon such valuations of PWG for all purposes hereunder without inquiry. (ii) Within 60 days after the close of each calendar year and each other valuation date agreed (subject to the valuations supplied by the Company and the Trustee, and after the removal or resignation of the TrusteePWG), the Trustee shall deliver transmit to PWG, and certify the Committee accuracy of, a written statement of the assets and liabilities of the Trust at the close of that year and a written account of its administration of all the Trustee's transactions relating to the Trust during such period, or during the period from the last previous accounting to the close of the last valuation period to that year. (For purposes of this paragraph, the date of the Trustee's resignation or removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including as provided in Section 10 hereof shall be deemed to be the close of a description of all securities and investments purchased and sold calendar year.) (iii) Unless PWG shall have filed with the cost Trustee written exceptions or net proceeds of objections to any such purchases or sales (accrued interest paid or receivable being shown separately)statement and account within 90 days after receipt thereof, PWG shall be deemed to have approved such statement and account, and showing in such case or upon the written approval by PWG of any such statement and account, the Trustee shall be forever released and discharged with respect to all cash, securities matters and other property held things embraced in such statement and account as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which PWG and all persons having any beneficial interest in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may bewere parties. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Nothing contained in this Trust Agreement or in the Plan shall be chosen by deprive the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object right to an accounting within the time provided, the account shall be deemed settled and final have a judicial settlement of its accounts. In any proceeding for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault judicial settlement of the Trustee. (d) The 's account or for instructions in connection with the Trust, the only other necessary parties thereto in addition to the Trustee shall maintain a recordkeeping account in be PWG and the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation Participant or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust AgreementBeneficiaries. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets No person interested in the Trust, other than income PWG and the Participant or excess assets Beneficiaries, shall have a right to be repaid to compel an accounting, judicial or otherwise, by the Company under Section 4 of this Trust AgreementTrustee, that exceed the amounts necessary to pay and each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess such person shall be allocated to the accounts of bound by all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and accounting by the Trustee may agree that to PWG, as herein provided, as if the accounts under (d) above shall be maintained account had been settled by the Committee, decree of a court of competent jurisdiction in an action or proceeding to which such other person as may be designated by the Committee, rather than the Trusteewas a party.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements, disbursements and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between by Cleveland-Cliffs and the Company and Trustee. As soon as -12- reasonably practicable All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the close end of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the Committee date on which a Change of Control has occurred, to each Indemnitee a written account of its administration of the Trust during such period, year or during the period from the close end of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities securities, rights and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. . The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (bor as Cleveland-Cliffs shall direct from time to time) The Committee may object and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to an accounting any such statement and account within 180 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it is furnished and require that it be had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, jurisdiction in lieu of an action or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object proceeding to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company which Cleveland-Cliffs and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the TrusteeIndemnitees were parties.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company PICO and Trustee. As soon as -12- reasonably practicable Within thirty (30) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within thirty (30) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee PICO a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, income, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately)sales, and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by Upon the Trustee from a list expiration of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time providedperiod, the account shall be deemed settled approved by the PICO, except with respect to any act or transaction as to which the PICO files a written objection with the Trustee within such thirty-day period. Nothing in this Section 8 is intended to deprive PICO of any rights to which it may be entitled by law. With respect to the written account statement, the Trustee shall correct any error it has made to the extent such error occurred within the applicable statue of limitations period. If such error is discovered more than sixty days after the end of an accounting period and final beyond the timeframe for electronic records retention or for ability to reconcile balances on the Trustee’s trust accounting system, the correction of such error may be reflected on a trust accounting statement subsequent to the statement for the period covered by itin which the error occurred. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost anything herein to the extent contrary, the error Trustee shall have no duty or omission was the fault responsibility to obtain valuations of any assets of the Trustee. (d) Trust Fund, the value of which is not readily determinable on an established market. PICO shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to the Trustee in a timely manner. The Trustee may conclusively rely on such valuations provided by PICO and shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established be indemnified and held harmless by the Committee, will reflect PICO with respect to each Executive: (i) Deposits made by the Company such reliance. Notwithstanding anything herein to the Trust contrary, the Trustee shall accept the unit price provided periodically by PICO: for the ExecutivePICO Holdings, pursuant to Section 1 of this Trust Agreement; (ii) IncomeInc. Income Oriented Investments Unit Fund, lossesthe PICO Holdings, Inc. Value Stocks Unit Fund and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of unitized fund invested covered under this Trust Agreement. Each Executive's account The Trustee may conclusively rely on such unit prices provided by PICO and shall be a recordkeeping account only indemnified and held harmless by PICO with respect to such reliance. The Trustee shall reflect on undivided contingent interest in assets not be required to certify the accuracy of the Trust and shall not require unit prices on any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datefinancial statement. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the 7.1 Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company Constellation Energy and Trustee. As soon as -12- reasonably practicable Within 15 days following the close of each calendar year month and each other valuation date agreed by the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Constellation Energy a written account of its administration of the Trust pursuant to terms of this Trust Agreement during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, and the cost and market value of all securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. In the event the insurance carrier who issued the insurance policies which are held by or collaterally assigned to the Trust or the broker who administers such policies does not timely provide Trustee with the market value of such insurance policies or collateral assignments, Trustee shall provide to Constellation Energy written accounts under this Section 7.1 containing all valuations except such insurance valuations. As soon as practicable following the receipt of the market valuations from the carrier or the broker, Trustee shall provide Constellation Energy with written accounts containing such insurance valuations. (b) The Committee may object 7.2 Unless Constellation Energy shall have filed with Trustee written exceptions to an accounting any such statement or account delivered by Trustee pursuant to Section 7.1 hereof within 180 90 days after receipt of such statement or account, Constellation Energy shall be deemed to have approved such statement or account, and in such case or upon the written approval by Constellation Energy of any such statement or account, Trustee shall be forever released and discharged with respect to all matters and things embraced in such statement or account as though it is furnished and require that it be had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, jurisdiction in lieu of an action or proceeding to which Constellation Energy or persons having any beneficial interest in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, Trust were parties. 7.3 Constellation Energy shall prepare and file such tax returns and other reports as may be allowed as administrative expenses of required for the Trust. (c) If , with any taxing authority or any other government authority and shall provide Trustee with copies of such returns and reports as soon as practicable following the Committee does not object date of filing. Trustee shall provide to an accounting within the time providedConstellation Energy such information, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant not already provided through written accounts delivered to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, Constellation Energy pursuant to Section 1 of 7.1, as is necessary for Constellation Energy to prepare and file such tax returns and other reports. 7.4 Nothing contained in this Trust Agreement; (ii) Income, losses, and appreciation Agreement or depreciation in the value of Trust assets resulting from investment Plans shall deprive Trustee of the Trust; (iii) Payments made from the Trust right to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the accounts of Trustee or for instruction in connection with the ExecutiveTrust assets, including administrative and investment expenses as described the only necessary party thereto in Section 5.5 of this Trust Agreement. Each Executive's account addition to Trustee shall be Constellation Energy. If Trustee so elects, it may bring in as a recordkeeping account only and shall reflect on undivided contingent interest party any other person or persons. No person interested in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income Constellation Energy, shall have a right to compel an accounting, judicial or excess assets to be repaid to the Company under Section 4 of this Trust Agreementotherwise, that exceed the amounts necessary to pay by Trustee and each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess such person shall be allocated bound by all accountings as herein provided, as if the account had been settled by decree of a court of competent jurisdiction in an action or proceeding to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datewhich such person was a party. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company Visteon and Trustee. As soon as -12- reasonably practicable Within 90 days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 45 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Visteon a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object . In the absence of the filing in writing with Trustee by Visteon of exceptions or objections to an accounting any such account within 180 days after it is furnished 90 days, Visteon shall be deemed to have approved such account; in such case, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and require that it be discharged with respect to all matters and things set forth in such account as though such account had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu . Trustee may conclusively rely on determinations of or in conjunction with the audit. All expenses Visteon of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final valuations for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent for which Trustee deems there are assets in the Trust, other than income or excess assets to be repaid to no readily determinable fair market value and on determinations of the Company under Section 4 issuing insurance company of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datevaluations for insurance contracts/policies. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements, disbursements and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between by Cleveland-Cliffs and the Company and Trustee. As soon as -12- reasonably practicable All such accounts books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the close end of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation 9 9 occurs on or after the Committee date on which a Change of Control has occurred, to each Indemnitee a written account of its administration of the Trust during such period, year or during the period from the close end of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities securities, rights and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. . The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (bor as Cleveland-Cliffs shall direct from time to time) The Committee may object and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to an accounting any such statement and account within 180 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it is furnished and require that it be had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, jurisdiction in lieu of an action or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object proceeding to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company which Cleveland-Cliffs and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the TrusteeIndemnitees were parties.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee, which records may be audited annually (or at such other times as agreed by the Company and the Trustee) by the Company or anyone named by the Company. As soon as -12- reasonably practicable Within thirty (30) days following the close of each calendar year and each other valuation date agreed by within thirty (30) days after the Company and the resignation of Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the removal or such resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. . In the absence of the filing in writing with the Trustee by the Company of exceptions or objections to any such account within ninety (b90) The Committee may object days, the Company shall be deemed to an accounting within 180 days after it is furnished have approved such account; in such case, or upon the written approval by the Company of any such account, the Trustee shall be released, relieved and require that it be discharged with respect to all matters and things set forth in such account as though such account had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses The Trustee may conclusively rely on determinations of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final Company of valuations for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To for which the extent Trustee deems there are assets in the Trust, other than income or excess assets to be repaid no readily determinable fair market value and on the determination of the issuer of any insurance contracts with respect to the Company under Section 4 fair market value of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datesuch insurance contracts. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall will keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall will be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable . (b) Within 60 days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 60 days after the removal or resignation of the Trustee, the Trustee shall will deliver to the Committee Company, to each Outside Manager, and to anyone else Company designates for this purpose a written account of its the Trustee’s administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by itthe Trustee, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, resignation as the case may be. (b) The Committee may object . For any asset not in the control of Trustee, Trustee has the right to an accounting within 180 days after it is furnished exclude the asset from such written accounts, include the asset in such written accounts with or without a notation about control, require Company to enter into a separate written agreement clarifying rights and require that it be settled by an audit by a qualifiedduties regarding the asset, independent certified public accountant. The auditor shall be chosen by the or take other steps Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require deems appropriate, and Company hereby acknowledges that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses inclusion of the Trustasset in any such written account does not impose or suggest any duties for Trustee with respect to the asset. (c) If The written accounts described above (including their timing and form) will serve as the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final sole written notification of any securities transactions effected by Trustee for the period covered by itTrust. Notwithstanding Even so, Company has the preceding sentence, right to demand that Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company provide written notification of such transactions pursuant to be necessary due to a latent error 12 Code of Federal Regulations Sections 12.4(a) or omission and will do so (b) at no additional cost to the extent the error or omission was the fault of the TrusteeCompany. (d) The For purposes of reporting the value of an asset on the written accounts described above, Trustee shall maintain a recordkeeping account will rely upon fair market value as stated in sources Trustee deems reliable. Where such fair market value is unavailable, Company will direct Trustee as to the value of an asset, provided the Trust did not acquire the asset through Trustee’s exercise of investment authority. A valuation made by Trustee in good faith will be binding and conclusive upon all persons interested, or becoming interested, in the name Plan or the Trust. Company hereby acknowledges that the reporting of each Executive whichvalues on a written account is neither (i) a recommendation as to the advisability of buying, pursuant holding, or selling any asset nor (ii) a substitute for investigation by a Trust investment fiduciary of an asset’s value in connection with a decision to rules established by buy, hold, or sell (or for such investment fiduciary’s obtaining and ensuring the Committee, will reflect reliability of a third-party appraisal with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be such a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datedecision). (e) The Company and will be responsible for reviewing the written accounts described above. Trustee may agree that will be released from liability with respect to the accounts under propriety of Trustee’s acts or omissions reflected therein, except to the extent (di) above shall Company objects within ninety (90) days after delivery of the written account or (ii) such acts or omissions could not be maintained by discovered through reasonable examination of the Committee, or such other person as may be designated by the Committee, rather than the Trusteewritten account.

Accounting by Trustee. From and after the time the Settlor no longer serves as a Trustee of the Trust, the successor trustee shall give an annual accounting for each calendar year within thirty (30) days after the end of that year, in writing and delivered to each beneficiary; an accounting shall be clearly styled as such, and shall include (a) Pursuant the identity and location, estimated values and account balances of all Trust Property at the beginning of the accounting year and at its end, (b) costs and expenses set out by category, including Trustee fees set forth as a separate itemized entry, (c) specific notation as to which assets are unproductive or, as compared with the previous accounting period, underproductive of income, and as agreed under Section 5.2(c(d) abovethe approximate value of each beneficiary’s interest in Trust Property by value, at the beginning of the accounting year and at its end. In addition, the Trustee Trustee’s annual accounting shall keep accurate and detailed records list, in summary, all assets of all investmentsTrust Property which have been unproductive or, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and after the removal or resignation opinion of the Trustee, the Trustee shall deliver to the Committee a written account of its administration of the Trust during such periodunder-productive, or during the period from the close of the last valuation period to the date of the removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds notice that “The Trustee is authorized to continue to hold unproductive and under-productive assets of such purchases or sales (accrued interest paid or receivable being shown separately)Trust Property, unless and showing all cash, securities and other property held in until the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses majority of the Trust’s beneficiaries shall direct that any such asset be disposed of in order to make its value more productive. The Trustee will dispose of the particular unproductive or under-productive assets within 120 days (or other commercially reasonable time) of actual receipt of written notice of the beneficiaries’ direction to do so. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will” Any beneficiary may, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission time and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent his own expense assessed against that beneficiary’s interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income obtain an interim accounting or excess assets an audit of Trust Property or any part thereof. If an audit produces a finding of misfeasance or malfeasance, or a substantial variance (being 5% or more of the gross value of Trust Property) from the Trustee’s accounting, regardless of reason, then the cost of the audit shall be borne by the Trust. Any accounting rendered by a Trustee, which is clearly styled as such and delivered as required by this Section 5.4, shall be presumed to be repaid conclusively correct and accepted for all purposes if no beneficiary objects within thirty (30) days (“objection period”) of the date on which the Trustee sends a copy of the accounting to that beneficiary by deposit in the U.S. Mail, first class postage certified mail return receipt prepaid, and addressed to the Company under Section 4 beneficiary at the last known address for the beneficiary which appears in the Trust’s official records on the last day of the calendar year for which the annual accounting is made. To be considered an “objection” for purposes of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31Section 5.4, the excess “objection” shall not be allocated a mere expression of general concern or confusion, but must be in a writing which sets out the beneficiary’s specific objection to the accounts of Trustee’s accounting with particularity; all Executives in proportion to the amount each Executive could objections must be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, postmarked or such other person as may be designated by the Committee, rather faxed no later than the Trusteelast day of the objection period.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. As soon as -12- reasonably practicable Within sixty (60) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and or after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, resignation as the case may be. (b) . The Committee Company may approve the account either by written notice of approval delivered to the Trustee or by failure to object in writing to an accounting the Trustee within 180 days after it is furnished from the date on which the account statement was delivered to the Company. Upon receipt of written approval of the accounting, or upon the expiration of the 180-day period without written objections, the account statement shall be approved, and require that it the Trustee shall be released and discharged with respect to the account as if the account had been settled by an audit and allowed by a qualifieddecree of a court of competent jurisdiction. Nothing herein contained, independent certified public accountant. The auditor however, shall be chosen by deemed to preclude the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the its right to have its account be settled by a court of competent jurisdiction. (b) Notwithstanding the forgoing, each calendar month the Trustee shall provide the Company an account statement reflecting all of the assets held in lieu the Trust at month end and any changes to the Trust holdings during such preceding month. Such account statement shall be in a form that is mutually agreed upon between the Company and the Trustee and shall be sent each month via US regular first-class mail within ten business days of the end of each month (or as soon thereafter as administratively practicable based on the nature of the assets held in conjunction with the auditTrust) to (i) the General Counsel, Attn: P. Xxxxxx Xxxxxx, CONSOL Energy Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, and (ii) Manager Compensation, Attn: Xxxxxx Xxxxxxxxx, CONSOL Energy Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000. All expenses The Company shall notify the Trustee in writing of any audit changes in the names or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses addresses of the Trustforegoing recipients. (c) If The Company is aware that federal regulations require the Committee does not object Trustee, without charge and within one (1) business day of its receipt of a broker/dealer confirmation for each security transaction in the Trust’s account to an accounting within forward to the time providedCompany a written notification which discloses, among other things: the Trustee’s name, Trust’s name, the account shall be deemed settled capacity (capacities) in which the Trustee is acting, the date (and final for time, within a reasonable period, upon written request of the period covered by it. Notwithstanding Company) of execution, the preceding sentenceidentity, Trustee agrees it willprice, at reasonable cost, revise any accounting if determined number of share or units or principal amount of debt securities purchased or sold by the Trust, the name of the broker/dealer, the amount of any remuneration received by such broker/dealer from the Trust and the amount of any remuneration received by the Trustee. The Company agrees to be necessary due to a latent error or omission and will do so at no cost to accept the extent the error or omission was the fault monthly written account statements described above in satisfaction of the Trustee. (d) The ’s obligation to provide written notification as described herein; provided, that upon the Company’s request, the Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and provide to the Company; , within a reasonable time and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31at no additional cost, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that dateinformation required by federal regulations. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trusteethe Trustee (which records shall separately identify and account for assets deposited by the Company and/or Bank, respectively) and all records necessary to carry out its responsibilities described in Section 3(b). As soon as -12- reasonably practicable Within 30 days following the close of each calendar year and each other valuation date agreed by within 30 days after the Company and the resignation of Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company, Bank and the Executive a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the removal or such resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within . Upon the expiration of 180 days after it is furnished and require that it be settled by an audit by a qualifiedfrom the date of filing such annual or other statement, independent certified public accountant. The auditor the Trustee shall be chosen by released and discharged from any liability or accountability to anyone as respects the propriety of its acts or transactions shown in such account, except with respect to any acts or transactions as to which the Company and/or Bank, within such 180 day period, shall file with the Trustee from its written disapproval. In the event such a list of at least three such accountants furnished disapproval is filed, and unless the matter is compromised by the Committee at the time the audit is requested. Either the Committee or agreement between the Trustee may require that and the account be settled by a Company and/or Bank, the Trustee shall file its statement covering the period from the date of the last annual statement to which no objection was made in any court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any jurisdiction for audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses adjudication. The Trustee may conclusively rely on determinations of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final Company and/or Bank of valuations for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To for which the extent Trustee deems there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that dateno readily determinable fair market value. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed maintain records of all investments, receipts, disbursementsand disbursements under this Trust Agreement, and all other transactions required to be madeaccounts, including such specific books and records as relating thereto shall be agreed upon in writing between open to inspection and audit at all reasonable times during normal business hours by any Person designated by the Company and Trustee. As soon as -12- reasonably practicable following Company. (b) Within a reasonable time after the close of each calendar year and each other valuation date agreed by (or such shorter period as to which the Company and the TrusteeTrustee may agree), and after the removal or resignation of any termination of the Trusteeduties of the Trustee hereunder, the Trustee shall deliver to the Committee Company a written account statement of transactions reflecting its administration of the Trust acts and transactions as trustee hereunder during such calendar year (or such shorter period), or during the such period from the close of the last valuation calendar year or last statement period to the date termination of the removal or resignationTrustee's duties, setting forth all investments, receipts, disbursements and other transactions effected by itrespectively, including a description statement of all securities the then current value of the Trust. Any such statement shall be deemed an account stated and investments purchased accepted and sold with approved by the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately)Company, and showing the Trustee shall be relieved and discharged to all cash, securities Persons with respect to all matters and other property held things contained in the Trust at the end of such year or valuation period, or statement as of the date of though such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished account had been settled and require that it be settled by an audit allowed by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list judgment or decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdictionjurisdiction in an action or proceeding to which the Company and all Persons having any beneficial interest in the Trust were parties, in lieu of or in conjunction unless the Company shall have filed with the audit. All expenses Trustee specific written exceptions or objections to any such statement within ninety (90) days of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of receipt thereof by the TrustCompany. (c) If The Trustee will determine the Committee value of the Trust as of each reporting date under Section 8. Except in the case of an investment in which amortized cost is the valuation method designated, assets will be valued at their market values at the close of business on such date, or, in the absence of readily ascertainable market values, at such values as the Trustee determines in accordance with methods consistently followed and uniformly applied or obtained as provided below. The Company acknowledges and agrees that in the normal course of valuing assets, the Trustee may rely on pricing information provided by recognized pricing services which the Trustee deems to be reliable or provided by the Asset Manager or dealers or sponsors of pooled investment vehicles ("dealers"), and that the Trustee does not object verify, warrant or represent the accuracy or completeness of such information, and shall not be liable for any diminution or inflation in the value of any assets as a result of any inaccurate or incomplete information furnished or transmitted by such pricing services or the Asset Managers or dealers. The Trustee may rely for all purposes of this Trust Agreement on the latest valuation information submitted to an accounting within it even if such information predates the time provided, purported valuation date. The Company will provide or cause the account shall be deemed settled and final for Asset Managers to provide the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined with all information needed by the Company Trustee to be necessary due value such assets and to a latent error or omission report and will do so at no cost to the extent the error or omission was the fault of the Trusteeaccount under this Trust Agreement. (d) The Trustee shall maintain a recordkeeping account in have the name of each Executive whichright, pursuant to rules established by at the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment expense of the Trust; (iii) Payments made from the Trust , to the Executive or Beneficiary and apply at any time to the Company; and -13- (iv) Any other amounts charged to the accounts a court of competent jurisdiction for judicial settlement of any account of the Executive, including administrative and investment expenses Trustee not previously settled as described in Section 5.5 herein provided or for the determination of this Trust Agreementany question of construction or for instructions. Each Executive's account In any such action or proceeding it shall be a recordkeeping account necessary to join as parties only the Trustee and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and although the Trustee may agree that the accounts under (d) above also join such other Persons as it may deem appropriate), and judgment or decree entered therein shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trusteeconclusive.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements, disbursements and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between by Cleveland-Cliffs and the Company and Trustee. As soon All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Trust Beneficiary, or in the event of a Trust Beneficiary's death or adjudged incompetence, by an agent or representative of any of the foregoing (as -12- reasonably practicable to such Trust Beneficiary's account). Within 60 calendar days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, following the Committee Irrevocability Date, to each Trust Beneficiary, or in the event of a Trust Beneficiary's death or adjudged incompetence, any agent or representative of the Trust Beneficiary (as to his or her account), a written account of its administration of the Trust during such period, year or during the period from the close end of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities securities, rights and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object . Such written accounts shall reflect the aggregate of the Trust accounts and status of each separate account maintained for each Trust Beneficiary. Unless Cleveland-Cliffs or any Trust Beneficiary shall have filed with the Trustee written exception or objection to an accounting any such statement and account within 180 90 days after receipt thereof, Cleveland-Cliffs and the Trust Beneficiary shall be deemed to have approved such statement and account, and in such case, the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it is furnished and require that it be had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, jurisdiction in lieu of an action or in conjunction with proceeding to which Cleveland-Cliffs and the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the TrustTrust Beneficiaries were parties. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (di) The Trustee shall maintain a recordkeeping separate subaccount for each Trust Beneficiary (a "Trust Beneficiary Account") and an account in (the name "Master Account") that shall be kept separate from all Trust Beneficiary Accounts and shall not be identified with any Trust Beneficiary. The Trustee shall credit or debit each Trust Beneficiary Account and the Master Account as appropriate to reflect the respective allocable portion of each Executive whichthe Trust assets, as such Trust assets may be adjusted from time to time pursuant to rules established by the Committee, will reflect with respect to each Executive:terms of this Trust Agreement No. (i) Deposits made by the Company 1. Prior to the Trust for the Executivedate of a Change of Control, all deposits of principal pursuant to Section 1 of this Trust Agreement; (ii1(a) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.and

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records for each sub-trust as shall be agreed upon in writing between the Company and the Trustee, and such other Participant records as are contemplated by this Trust Agreement, including the maintenance of the separate accounts of each Participant under this Trust Agreement after a Change in Control. As soon as -12- reasonably practicable Within 90 days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. If, within ninety (90) days after the Trustee mails to the Company a statement with respect to the Trust, the Company has not given the Trustee written notice of any exception or objection thereto, the statement shall be deemed to have been approved, and in such case, the Trustee shall not be liable for any matters in such statements. In addition, as of the end of each calendar month, within ten (10) business days after each such month end, the Trustee shall deliver to the Company a written account setting forth the value of the Trust’s assets, together with such other information as shall be agreed upon between the Company and the Trustee. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Company shall be chosen arrange for each insurance company issuing contracts held by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or to furnish the Trustee may require that with such valuations and reports as are necessary to enable the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object Trustee to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company fulfill its obligations under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or fully protected in relying upon such other person as may be designated by the Committee, rather than the Trusteevaluations and reports.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such PEGASUS SOLUTIONS, INC. DEFERRED COMPENSATION TRUST specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable Within sixty (60) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases purchase or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. Unless the Company files with the Trustee written objections within sixty (60) days after such accounting has been mailed or otherwise delivered, the accounting shall be deemed to have be approved. (b) The Committee may object to an accounting within 180 days after it If the account is furnished and require that it be not settled by an audit by a qualifiedas provided above, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee Trustee, Company or the Trustee may require that Administrator shall have the account be settled by right to apply to a court of competent jurisdiction, jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree enter in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, such proceedings shall be allowed as administrative expenses of conclusive on all persons interested in the TrustTrust Fund. (c) If The Trust Fund shall be valued under the Committee does applicable Plan provisions, if any, but in any event not object to an accounting within less than annually at fair market value. Except as specified below, in the time providedabsence of fraud or bad faith, the account Trustee's valuation of the Trust Fund shall be deemed settled and final for conclusive. The reasonable costs incurred in establishing values of the period covered by it. Notwithstanding Trust Fund shall be charged against the preceding sentenceTrust Fund, Trustee agrees it will, at reasonable cost, revise any accounting if determined unless paid by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the TrusteeCompany. (d) The Notwithstanding any other provision of this Section 11, if the Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to determines that the Trust for Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the Executivefair market value is not readily available, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the Trustee may request instructions from the Administrator concerning the value of Trust assets resulting from investment of such property for all purposes under the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary Plan and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, and the Administrator shall comply with that exceed the amounts necessary to pay each Executive the amount the Executive could request. The Trustee shall be entitled to under rely upon the SERP and/or Severance Agreementvalue placed upon such property by the Administrator. At the Trustee's option, determined as it may request that the Administrator hire an independent appraiser that meets the requirements of each December 31Code section 170(a)(1) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within thirty (30) days after receipt of the Trustee's request, the excess Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be allocated to paid by the accounts Trustee out of all Executives in proportion to the amount each Executive could be entitled to as Trust Fund or, at the option of that datethe Company. (e) All directions, notices and other communications required or permitted by the Trust Agreement shall be in writing and delivered by mail or hand delivery. The Company and Trustee in its absolute discretion may accept or transmit directions or notices PEGASUS SOLUTIONS, INC. DEFERRED COMPENSATION TRUST given by facsimile, telex, telegram, telephone or any form of electronic communication that the Trustee may agree reasonably believes in good faith to be genuine unless and until the Administrator notifies the Trustee in writing that such alternative forms of communication are not authorized. If the accounts under (d) above shall Trustee chooses to accept one or more alternative methods of communication, the Administrator or the Authorized Person will be maintained required to follow reasonable procedures adopted by the CommitteeTrustee for written confirmation. In addition, or such other person as oral instructions may be designated recorded by the Committee, rather than Trustee. If the Administrator or the Authorized Person fails or refuses to comply with the Trustee's confirmation procedures, the Trustee will be entitled to refuse to comply with such directions without incurring any liability. All directions, notices and other communications given under the terms of the Trust Agreement will be deemed effective on receipt.

Accounting by Trustee. (ai) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between PWG and the Company and Trustee. As soon as -12- reasonably practicable Within ninety days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within ninety days after the removal or resignation of the Trustee, the Trustee shall deliver to PWG (and, following the Committee Change in Control Notice Date, to the Trust Beneficiary) a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separatelyseparate), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. To the extent that one or more sub-accounts have been maintained during the calendar year in accordance with Section 5(c), the Trustee shall provide a separate accounting with respect to each such sub-account. With respect to any Securities which do not have a readily ascertainable market value, PWG shall provide the Trustee with periodic valuations of such Securities. The valuation method of each valuation report shall be done in a manner consistent with valuations used by PWG on its inventory of Securities. The Trustee may conclusively rely upon such valuations of PWG for all purposes hereunder without inquiry. (ii) Unless PWG, or a Trust Beneficiary shall have notified the Trustee of exceptions, objections, outstanding claims against the Trustee or disputed items within 180 days following receipt of an annual statement of account or final statement of account delivered in accordance with Section 7(a)(i) above, PWG and the Trust Beneficiary, if applicable, shall be deemed to have approved such statement of account and the Trustee shall be relieved and discharged from all matters covered therein. This Section 7(a)(ii) shall not apply to any matter which the Trustee willfully or through gross negligence misstates, conceals or omits in the preparation of such statement of account or to any acts of fraud by the Trustee. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Nothing contained in this Trust Agreement or in the Plan shall be chosen by deprive the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object right to an accounting within the time provided, the account shall be deemed settled and final have a judicial settlement of its accounts. In any proceeding for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault judicial settlement of the Trustee. (d) The 's account or for instructions in connection with the Trust, the only other necessary parties thereto in addition to the Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to be PWG and the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust AgreementBeneficiary. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets No person interested in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company PWG and the Trustee may agree that the accounts under (d) above Trust Beneficiary, shall be maintained by the Committeehave a right to compel an accounting, judicial or such other person as may be designated by the Committee, rather than the Trusteeotherwise.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable Within fifteen (15) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and quarter and/or after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, calendar quarter or during the period from the close of the last valuation period preceding calendar quarter to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, calendar quarter or as of the date of such removal or resignation, as the case may be. The requirements for any other accountings, including without limitation accountings to any Participant or beneficiary, is hereby waived to the fullest extent permitted by applicable law. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor assets of the Trust shall be chosen valued at their fair market value on the date of valuation, as determined by the Trustee from based upon such sources of information as it may deem reliable; provided, however, that the Company, and, after a list of at least three Triggering Event, the Participant Committee, shall instruct the Trustee as to asset valuations which are not readily determinable on an established market. The Trustee may rely conclusively on such accountants furnished valuations provided by the Committee at Company, the time the audit is requested. Either the Participant Committee or a duly appointed Agent and shall be indemnified and held harmless by the Company with respect to such reliance. If the Company or Participant Committee fails to provide such values, the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedingstake whatever action it deems reasonable, including reasonable attorney feesemployment of attorneys, shall appraisers or other professionals, the expense of which will be allowed as administrative expenses an expense of administration of the Trust. The value of any insurance contract for purposes of substitution shall be the present value of future projected cash flow or benefits payable under the contract, but not less than the cash surrender value. The projection shall include death benefits based on reasonable mortality assumptions, including facts specifically related to the health of the insured and the terms of the contract to be reacquired. (c) If The Company and not the Committee does not object Trustee shall be responsible for all income tax reporting and calculation and payment of any wage withholding or other tax requirements in connection with the Trust and any contributions thereto, and any income earned thereby, and payments or distributions therefrom, and the Company agrees to an accounting within indemnify and defend the time providedTrustee against any liability for any such taxes, interest or penalties resulting from or relating to the Trust. Unless otherwise agreed in writing by the parties, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain prepare annually a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust grantor tax information letter for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid promptly transmit that document to the Company under Section 4 for its use in preparing its annual corporate income tax return. If any part of this the Trust Agreementmay become liable for payment of any estate, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreementinheritance, determined as of each December 31or other taxes, charges or assessments, the excess Trustee shall be allocated refer such matter to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and may take such action as the Trustee may agree that the accounts under (d) above Company shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trusteedirect.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Subsidiaries and/or the Company Subsidiary Administrator and Trustee. As soon as -12- reasonably practicable Within 90 days following the close of each calendar fiscal year and each other valuation date agreed by of the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Subsidiary Administrator a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object . Upon the request of the Subsidiaries and/or the Subsidiary Administrator, Trustee shall maintain records based upon information provided by the Subsidiaries and/or the Subsidiary Administrator regarding the allocation of Trust assets to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountantSubsidiary Beneficiaries. The auditor shall be chosen Subsidiaries and/or the Subsidiary Administrator may approve such account by written notice of approval delivered to the Trustee from a list of at least three or by failure to express objections to such accountants furnished by the Committee at the time the audit is requested. Either the Committee or account delivered to the Trustee may require that in writing within sixty (60) days from the date upon which the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with was delivered to the auditSubsidiaries and/or the Subsidiary Administrator. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the The account shall be deemed settled and final approved upon receipt by the Trustee of the Subsidiaries and/or the Subsidiary Administrator written approval of the account or upon the passage of the sixty (60)-day period of time, except for the period any matters covered by it. Notwithstanding written objections that have been delivered to the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error Subsidiaries and/or the Subsidiary Administrator and for which the Trustee has not given an explanation or omission and will do so at no cost made an adjustment satisfactory to the extent Subsidiaries and/or the error or omission was the fault of the TrusteeSubsidiary Administrator. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable Within 30 days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object . In the absence of the filing in writing with Trustee by Company of exceptions or objections to an accounting any such account within 180 days after it is furnished six months of the completion of the annual audit of the Plans by Company or its appointed auditor, Company shall be deemed to have approved such account; in such case, or upon the written approval by Company of any such account, Trustee shall be released, relieved and require that it be discharged with respect to all matters and things set forth in such account as though such account had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu . Trustee may conclusively rely on determinations of or in conjunction with the audit. All expenses Company of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses valuations for assets of the Trust. (c) If Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the Committee does not object to an accounting within issuing insurance company of valuations for insurance contracts/policies. Trustee shall revalue the time providedTrust assets as of the last business day of each calendar month at current market values, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if as determined by Trustee. Trustee may rely conclusively upon the determination of Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company fair market value of any Trust assets which Trustee deems not to have a readily ascertainable fair market value and upon the determination of the issuer of any insurance contracts/policies with respect to the Trust for the Executivefair market value of such insurance contracts/policies. Net investment gains and losses (i.e., pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment assets, income and losses) shall be allocated by Company proportionately among participants' Accounts as of the Trust; (iii) Payments made from end of each calendar month. Company shall maintain the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts record of the Executive, including administrative Accounts of each participant and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets Participating Subsidiary in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed maintain records of all investments, receipts, disbursementsand disbursements under this Trust Agreement, and all other transactions required to be madeaccounts, including such specific books and records as relating thereto shall be agreed upon in writing between open to inspection and audit at all reasonable times during normal business hours by any Person designated by the Company and Trustee. As soon as -12- reasonably practicable following Company. (b) Within a reasonable time after the close of each calendar year and each other valuation date agreed by (or such shorter period as to which the Company and the TrusteeTrustee may agree), and after the removal or resignation of any termination of the Trusteeduties of the Trustee hereunder, the Trustee shall deliver to the Committee Company a written account statement of transactions reflecting its administration of the Trust acts and transactions as trustee hereunder during such calendar year (or such shorter period), or during the such period from the close of the last valuation calendar year or last statement period to the date termination of the removal or resignationTrustee's duties, setting forth all investments, receipts, disbursements and other transactions effected by itrespectively, including a description statement of all securities the then current value of the Trust. Any such statement shall be deemed an account stated and investments purchased accepted and sold with approved by the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately)Company, and showing the Trustee shall be relieved and discharged to all cash, securities Persons with respect to all matters and other property held things contained in the Trust at the end of such year or valuation period, or statement as of the date of though such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished account had been settled and require that it be settled by an audit allowed by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list judgment or decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdictionjurisdiction in an action or proceeding to which the Company and all Persons having any beneficial interest in the Trust were parties, in lieu of or in conjunction unless the Company shall have filed with the audit. All expenses Trustee specific written exceptions or objections to any such statement within sixty (60) days of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of receipt thereof by the TrustCompany. (c) If The Trustee will determine the Committee value of the Trust as of each reporting date under Section 8. Except in the case of an investment in which amortized cost is the valuation method designated, assets will be valued at their market values at the close of business on such date, or, in the absence of readily ascertainable market values, at such values as the Trustee determines in, accordance with methods consistently followed and uniformly applied or obtained as provided below. The Company acknowledges and agrees that in the normal course of valuing assets, the Trustee may rely on pricing information provided by recognized pricing services which the Trustee deems to be reliable or provided by the Asset Manager or dealers or sponsors of pooled investment vehicles ("dealers"), and that the Trustee does not object verify, warrant or represent the accuracy or completeness of such information, and shall not be liable for any diminution or inflation in the value of any assets as a result of any inaccurate or incomplete information furnished or transmitted by such pricing services or the Asset Managers or dealers. The Trustee may rely for all purposes of this Trust Agreement on the latest valuation information submitted to an accounting within it even if such information predates the time provided, purported valuation date. The Company will provide or cause the account shall be deemed settled and final for Asset Managers to provide the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined with all information needed by the Company Trustee to be necessary due value such assets and to a latent error or omission report and will do so at no cost to the extent the error or omission was the fault of the Trusteeaccount under this Trust Agreement. (d) The Trustee shall maintain a recordkeeping account in have the name of each Executive whichright, pursuant to rules established by at the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment expense of the Trust; (iii) Payments made from the Trust , to the Executive or Beneficiary and apply at any time to the Company; and -13- (iv) Any other amounts charged to the accounts a court of competent Jurisdiction for judicial settlement of any account of the Executive, including administrative and investment expenses Trustee not previously settled as described in Section 5.5 herein provided or for the determination of this Trust Agreementany question of construction or for instructions. Each Executive's account In any such action or proceeding it shall be a recordkeeping account necessary to join as parties only the Trustee and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and although the Trustee may agree that the accounts under (d) above also join such other Persons as it may deem appropriate), and judgment or decree entered therein shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trusteeconclusive.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the 6.1. The Trustee shall keep accurate and detailed records accounts of all investments, receipts, disbursementsdisbursements and other transactions hereunder, and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company. Within 90 days after the close of each fiscal year (or such other transactions required to be made, including such specific records date as shall may be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable following the close of each calendar year and each other valuation date agreed by the Company and the Trustee), and within 120 days after the removal or effective date of the resignation of the TrusteeTrustee as provided in Section 7.7 hereof, the Trustee shall deliver to file with the Committee Company a written account of its administration of the Trust during such period, or during the period from the close of the last valuation period to the date of the removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, it during the year ending on such date (but not including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end any part of such year for which such an account has previously been filed) and certified as to the accuracy of the information set forth therein. Such account may incorporate by reference any and all schedules and other statements setting forth investments, receipts, disbursements and other transactions effected during the period for which such account is rendered which the Trustee has furnished to the Company prior to the filing of such account. Each account so filed (and copies of any schedules and statements incorporated therein by reference as aforesaid) shall be open to inspection during business hours by any Participant and any person designated by such Participant for a period of 60 days immediately following the date on which the account is filed with the Company. The Company may approve such accounts by an instrument in writing delivered to the Trustee. In the absence of the filing in writing with the Trustee by the Company of exceptions or valuation periodobjections to any such account within 90 days, the Company shall be deemed to have approved such account; and in such case, or as upon the written approval of the date Company of any such removal or resignationaccount, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be though such account had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it6.2. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall establish and maintain a recordkeeping account in the name separate Trust Account for each Participant and shall (a) credit thereto all deposits of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits principal made by the Company to the Trust for in respect of the Executive, Participant pursuant to Section 1 of this Trust Agreement; (ii) Income, losses1.1 hereof, and appreciation (b) credit thereto or depreciation debit therefrom amounts equal to the distributions, earnings, gains, income, losses or expenses of or on the assets thereof. All allocations of distributions, earnings, gains, income, losses or expenses shall be made in accordance with the value of Trust assets resulting from investment respective balances of the Trust; (iii) Payments made from the separate Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts Accounts of the ExecutiveParticipants, including administrative and investment expenses the Trustee shall administer and distribute the assets allocated to each Trust Account as described though it were a separate trust. 6.3. Nothing in Section 5.5 this Agreement shall preclude the commingling of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in the assets of the Trust and shall not require any actual segregation or separate for investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datepurposes. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate maintain such books, records and detailed records accounts as may be necessary for the proper administration of all investments, receipts, disbursements, and all other transactions required to be madethe Trust assets, including such specific records as shall be agreed upon in writing between by Ameritrust and the Company Trustee, and Trustee. As soon as -12- reasonably practicable shall render to each Participating Employer, within 60 days following the close of each calendar year and each other valuation following the date agreed by of this Trust until the Company and the Trustee, and after termination of this Trust or the removal or resignation of the Trustee, the Trustee shall deliver to the Committee a written account of its administration of the Trust during such period, or during the period from the close of the last valuation period to (and within 60 days after the date of the such termination, removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in an accounting with respect to the Trust at assets as of the end of such the then most recent calendar year or valuation period, or (and as of the date of such removal or resignation, as the case may be.termination, (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping separate account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; each Participating Employer (a "Participating Employer Account") and (ii) Incomewithin such Participating Employer Account, losses, a separate account for each Executive who performs services for such Participating Employer and appreciation from whom such Executive is entitled to Benefits (an "Executive's account"). Each asset of the Trust shall be allocated to the account of a Participating Employer. Executive accounts within a Participating Employer Account shall reflect undivided portions of each asset in such Account. The Trustee shall credit or depreciation in debit each Executive's account as appropriate to reflect such Executive's allocable portion of the value of Trust assets resulting allocated to each Participating Employer Account, as such Trust assets may be adjusted from investment of the Trust; (iii) Payments made from the Trust time to time pursuant to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 terms of this Trust Agreement. Each Executive's account Except as otherwise provided in this Section 7(b), the Trustee shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets allocate the income (or loss) of the Trust with respect to each Participating Employer Account, and within such Account, to the separate Executive accounts maintained thereunder in proportion to the balances of the separate accounts of the Executives. All deposits of principal pursuant to Sections 1(a) and 1(d) shall be allocated and reallocated as directed by the Participating Employer making such deposit until such time as the Trust has become irrevocable; thereafter, deposits of principal may be allocated, but not require reallocated, by a Participating Employer. The net proceeds of any actual segregation or separate investment of particular assets. To the extent there are assets life insurance policies held in the Trust, other than Trust in excess of the cash surrender values thereof shall be treated and allocated as income or excess assets to be repaid to the Company under for purposes of this Section 4 For purposes of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (ai) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between PWG and the Company and Trustee. As soon as -12- reasonably practicable Within ninety days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within ninety days after the removal or resignation of the Trustee, the Trustee shall deliver to PWG (and, following the Committee Change in Control Notice Date, to the Executive or, in the event of the Executive's death, the Executive's Beneficiary) a written account of its administration of the Trust I during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments Securities purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separatelyseparate), and showing all cash, securities Securities and other property held in the Trust I at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. With respect to any Securities which do not have a readily ascertainable market 9 value, PWG shall provide the Trustee with periodic valuations of such Securities. The valuation method of each valuation report shall be done in a manner consistent with valuations used by PWG on its inventory of Securities. The Trustee may conclusively rely upon such valuations of PWG for all purposes hereunder without inquiry. Following the Change in Control Notice Date, the appropriate investment manager referred to in Section 5(c) shall be substituted for PWG for purposes of the three preceding sentences. (ii) Unless PWG, the Executive or the Executive's Beneficiary shall have notified the Trustee of exceptions, objections, outstanding claims against the Trustee or disputed items within 180 days following receipt of an annual statement of account or final statement of account delivered in accordance with Section 7(a)(i) above, PWG and the Executive and the Executive's Beneficiary, if applicable, shall be deemed to have approved such statement of account and the Trustee shall be relieved and discharged from all matters covered therein. This Section 7(a)(ii) shall not apply to any matter which the Trustee willfully or through gross negligence misstates, conceals or omits in the preparation of such statement of account or to any acts of fraud by the Trustee. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Nothing contained in this Trust Agreement or in the Deferred Compensation Agreement shall be chosen by deprive the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object right to an accounting within the time provided, the account shall be deemed settled and final have a judicial settlement of its accounts. In any proceeding for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault judicial settlement of the Trustee. (d) The 's account or for instructions in connection with Trust I, the only other necessary parties thereto in addition to the Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, be PWG and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement's Beneficiary. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets No person interested in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount PWG and the Executive could be entitled or the Executive's Beneficiary, shall have a right to under the SERP and/or Severance Agreementcompel an accounting, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datejudicial or otherwise. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee, provided that, prior to a Change in Control, the Trustee may rely without further investigation on all reports of Investment Managers in the preparation of Trustee’s records required hereby. As soon as -12- reasonably practicable Within ninety (90) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. Unless the Company objects in writing to any item in the account within ninety (90) days following its receipt thereof, such account, or so much thereof as to which no objections have been made, shall be deemed approved by the Company. After a Change in Control, the Trustee shall also provide copies of the reports regarding the operation of the Trust required by this section to the CIC GPAC and if requested to do so by the CIC GPAC, to the Participants. (b) The Committee may object Company shall be solely responsible for keeping and providing to an accounting within 180 days after it is furnished the Plan Administrator accurate books and require that it be settled by an audit by a qualifiedrecords with respect to the employees of the Company, independent certified public accountanttheir compensation ’ rights and benefits under the Trust. The auditor Trustee shall not be required to keep any record or accounts with respect to any Participant, and any records or accounts required to be made under the Plan shall be chosen by the responsibility of the Company or the Plan Administrator; provided, however, the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction shall cooperate and coordinate with the audit. All expenses Company and the Plan Administrator in the provision of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses information required for the preparation of the Trustrecords and accounts. (c) If The amounts contributed to the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined Trust by the Company (or a Participating Employer) shall be credited to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules separate accounts established by the Committee, will reflect Trustee with respect to each Executive: (i) Deposits made by the Plan and with respect to the Company and each Participating Employer with respect to such Plan upon direction from the Trust Company. The Trustee, at the direction of the Company, may establish such other accounts or subaccounts as may be necessary for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, proper operation and appreciation or depreciation in the value of Trust assets resulting from investment administration of the Trust; (iii) Payments made from . The Trustee, for investment purposes only, may commingle all Trust assets and treat them as a single fund, but the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts records of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account Trustee shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets at all times show the percentages of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid Fund allocable to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the separate accounts of all Executives in proportion to the amount each Executive could be entitled to as of that dateand subaccounts. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company MLP and the Trustee. As soon as -12- reasonably practicable Within sixty (60) days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee MLP a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be.. If objections to specific items in such account are filed with the Trustee within one hundred eighty (180) days after the account has been furnished and the Trustee believes such objections to be valid, the Trustee may adjust the account in such manner as it deems equitable under the circumstances. If: (a) The MLP approves such account; or (b) The Committee may object No objections to an accounting specific items in the account or any adjusted account are filed with the Trustee within 180 ninety days after it is such account has been furnished; or (c) The Trustee shall give notice of an adjustment of the account and no objections to specific items in such account, as adjusted, are filed with the Trustee within ninety days after notice of such adjustment has been furnished; then and in any of said events, the account of the Trustee with respect to all matters contained therein (as originally furnished and require that it be settled by if no adjustment was made, or as adjusted if an audit by a qualifiedadjustment was made), independent certified public accountant. The auditor shall be chosen by deemed to have been approved with the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled same effect as though judicially approved by a court of competent jurisdiction, jurisdiction in lieu of or a proceeding in conjunction with which all persons interested were made parties and were properly represented before such court. Upon the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses approval of the Trust. (c) If the Committee does not object account rendered in good faith, where such approval is in writing or by failure to file timely exceptions or objections by a person to whom an accounting within the time providedaccount is submitted pursuant to this Section, the Trustee shall to the extent permitted by applicable law, be relieved and discharged of and from all liability to anyone with respect to its acts or failure to act described by such account shall be deemed settled and final for during the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trusteethereby. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and Within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, resignation setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued accrued) interest paid or receivable being shown separately), ) and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, resignation as the case may be. (a) If objections to specific items in such account are filed with Trustee within ninety (90) days after the account has been furnished and Trustee believes such objections to be valid, Trustee shall adjust the account in such manner as it deems equitable under the circumstances. (b) The Trustee shall then give written notice to the Committee may object of the adjustment of the account and if no objection to an accounting specific items in such account, as adjusted, are filed with Trustee within 180 ninety (90) days after it is furnished and require that it be settled by notice of such adjustment has been furnished, then, the account of Trustee with respect to all matters contained therein (as originally furnished, if no adjustment was made, or as adjusted, if an audit by a qualifiedadjustment was made), independent certified public accountant. The auditor shall be chosen deemed to have been approved and Trustee shall to the extent permitted by applicable law, be relieved and discharged of and 15 from all liability to anyone with respect to its acts or failures to act which are reasonably capable of identification by means of such account during the period covered thereby. Notwithstanding anything in the foregoing to the contrary, this Section 7 shall not operate to relieve or discharge the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee liability for any act or the Trustee may require failure to act that the account be settled by a court of competent jurisdictioninvolves gross negligence, in lieu of willful misconduct or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trustfraud. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. As soon as -12- reasonably practicable Within 90 days following the close of each calendar year and each quarter, or at such other valuation date agreed additional times as may be reasonably requested by the Company and the TrusteeCompany, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. If the Company fails to file with the Trustee written objection to any such account within ninety (90) days of its receipt, the Company shall be deemed to have approved the account; and in such case, or upon the written approval of the Company, the Trustee shall be released, relieved and discharged with respect to all matters set forth in such account as though the same had been judicially settled. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Trustee shall be chosen by entitled to rely on the Trustee from a list Recordkeeper (the provider of at least three such accountants furnished by recordkeeping services for the Committee at the time the audit is requested. Either the Committee Plan Administrator) or the Trustee may require that Custodial Agent (the account be settled by a court custodian of competent jurisdictioninvestments), if any other than Trustee, for the maintenance and provision of all records specified in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trustthis Section 8. (c) If the Committee does not object The Trustee utilizes various standard industry pricing services and brokerage contacts to an accounting within the time provided, the account shall be deemed settled and final provide current pricing information for the period covered by itactive publicly traded securities. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain attempt to provide a recordkeeping account reasonably accurate current market value for assets not publicly traded. Many fixed income securities are priced on a matrix system, resulting in a mathematical approximation of price derived by computer. Although the name of each Executive whichTrustee will make reasonable and good faith efforts to provide accurate pricing, pursuant to rules established by in some instances prices may not reflect the Committee, will reflect with respect to each Executive: (i) Deposits made by most accurate pricing readily available or the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the true value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreementasset. Each Executive's account The Trustee shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datehave no liability for such an occurrence. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the 7.1 Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company Constellation Energy and Trustee. As soon as -12- reasonably practicable Within 15 days following the close of each calendar year month and each other valuation date agreed by the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Constellation Energy a written account of its administration of the Trust pursuant to terms of this Trust Agreement during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, and the cost and market value of all securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. In the event the insurance carrier who issued the insurance policies which are held by or collaterally assigned to the Trust or the broker who administers such policies does not timely provide Trustee with the market value of such insurance policies or collateral assignments, Trustee shall provide to Constellation Energy written accounts under this Section 7.1 containing all valuations except such insurance valuations. As soon as practicable following the receipt of the market valuations from the carrier or the broker, Trustee shall provide Constellation Energy with written accounts containing such insurance valuations. (b) The Committee may object 7.2 Unless Constellation Energy shall have filed with Trustee written exceptions to an accounting any such statement or account delivered by Trustee pursuant to Section 7.1 hereof within 180 90 days after receipt of such statement or account, Constellation Energy shall be deemed to have approved such statement or account, and in such case or upon the written approval by Constellation Energy of any such statement or account, Trustee shall be forever released and discharged with respect to all matters and things embraced in such statement or account as though it is furnished and require that it be had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, jurisdiction in lieu of an action or in conjunction with the audit. All expenses of proceeding to which Constellation Energy or persons having any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account beneficial interest in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datewere parties. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company Employer and Trustee. As soon as -12- reasonably practicable Within 60 days following the close of each calendar year quarter (and each other valuation date agreed by the Company calendar year) and the Trustee, and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Employer a written account of its administration of the Trust during such period, quarter (or such year) or during the period from the close of the last valuation period preceding quarter (or in the case of an annual statement, from the close of the last year) to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) . The Committee Employer may approve the account either by written notice of approval delivered to the Trustee or by failure to object in writing to an accounting the Trustee within 180 days after it is furnished from the date on which the account was delivered to the Employer. Upon receipt of written approval of the account, or upon the expiration of the 180-day period without written objections, the account shall be approved, and require that it the Trustee shall be released and discharged with respect to the account as if the account had been settled by an audit and allowed by a qualifieddecree of a court of competent jurisdiction. Nothing herein contained, independent certified public accountant. The auditor however, shall be chosen by deemed to preclude the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the its right to have its account be settled by a court of competent jurisdiction, in lieu of or in conjunction with . In the audit. All expenses case of any audit Plan which provides for a separate bookkeeping account for the interests of each participant therein, Trustee shall maintain such separate account records for each participant and beneficiary as it considers necessary or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses desirable for the proper administration of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep or cause to be kept accurate and detailed accounts of any receipts, investments, disbursements and other transactions hereunder and all necessary and appropriate records required to identify correctly and reflect accurately the condition of the Trust. All such accounts and records shall be open to inspection and audit at all reasonable times by any person, including an independent public accountant, designated by Company, and shall be preserved (in original form or on microfilm, magnetic tape or any other similar process) for such period as Trustee may determine. Trustee may destroy such accounts and records only after notifying Company in writing of its intention to do so and transferring to Company any of such documents requested in writing by Company. The Trustee shall not be obligated to maintain duplicate copies of receipts for reimbursements (or other records) maintained by the Company or its designated agents. (b) Within 30 days after the close of each calendar year, and within 30 days after the removal or resignation of Trustee or the termination of the Trust, Trustee shall file with Company a written account setting forth all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between effected by it during the Company and Trustee. As soon as -12- reasonably practicable following the close of each preceding calendar year and each other valuation date agreed by the Company and the Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee a written account of its administration of the Trust during such periodyear, or during the period from the close of the last valuation period preceding calendar year to the date of the removal or such removal, resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including or termination. Such account shall include a description of all investments and securities and investments purchased and sold with the cost of such purchase or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities securities, and other property held in the Trust at the end of such calendar year or valuation other period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If Nothing contained in this Trust Agreement shall be construed as depriving Trustee, Company, or Covered Individuals of the Committee does not object right to an accounting within the time providedhave a judicial settlement of Trustee's accounts. Upon any proceeding for a judicial settlement of Trustee's accounts or for instructions, the account only necessary parties thereto, in addition to Trustee, shall be deemed settled Company and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the TrusteeCovered Individuals. (d) The In addition to any returns required of Trustee by law, Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, prepare and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary file such tax returns and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses reports as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may from time to time agree that the accounts under (d) above shall be maintained by the Committee, in writing are necessary or such other person as may be designated by the Committee, rather than the Trusteeadvisable.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. As soon as -12- reasonably practicable The records shall include separate subaccounts established and maintained for each Plan and for each Participating Affiliated Company Account within each Plan. The assets of a subaccount allocable to a Plan shall not be used to satisfy the liabilities with respect to Plan Participants or Beneficiaries of another Plan. (b) The Company shall keep full, accurate and detailed records with respect to the Participants and benefits paid and payable under the Plan, which records shall be made available to the Trustee at its request. (c) Within 60 days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object . In the absence of the filing in writing with the Trustee by the Company of exceptions or objections to an accounting any such account within 180 days after it is furnished 90 days, the Company shall be deemed to have approved such account; in such case, or upon the written approval by the Company of any such account, the Trustee shall be released, relieved and require that it be discharged with respect to all matters and things set forth in such account as though such account had been settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list decree of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses The Trustee may conclusively rely on determinations of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final Company of valuations for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To for which the extent Trustee deems there are assets in the Trust, other than income or excess assets to be repaid to no readily determinable fair market value and on determinations of the Company under Section 4 issuing insurance company of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datevaluations for insurance contracts/policies. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep or cause to be kept accurate and detailed accounts of any receipts, investments, disbursements and other transactions hereunder and all necessary and appropriate records required to identify correctly and reflect accurately the condition of the Trust. All such accounts and records shall be open to inspection and audit at all reasonable times by any person, including an independent public accountant, designated by Company, and shall be preserved (in original form or on microfilm, magnetic tape or any other similar process) for such period as Trustee may determine. Trustee may destroy such accounts and records only after notifying Company in writing of its intention to do so and transferring to Company any of such documents requested in writing by Company. (b) Within 30 days after the close of each calendar year, and within 30 days after the removal or resignation of Trustee or the termination of the Trust, Trustee shall file with Company a written account setting forth all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between effected by it during the Company and Trustee. As soon as -12- reasonably practicable following the close of each preceding calendar year and each other valuation date agreed by the Company and the Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee a written account of its administration of the Trust during such periodyear, or during the period from the close of the last valuation period preceding calendar year to the date of the removal or such removal, resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including or termination. Such account shall include a description of all investments and securities and investments purchased and sold with the cost of such purchase or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities securities, and other property held in the Trust at the end of such calendar year or valuation other period, or as of the date of such removal or resignation, as the case may be. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If Nothing contained in this Trust Agreement shall be construed as depriving Trustee, Company, or Plan participants or their beneficiaries of the Committee does not object right to an accounting within the time providedhave a judicial settlement of Trustee's accounts. Upon any proceeding for a judicial settlement of Trustee's accounts or for instructions, the account only necessary parties thereto, in addition to Trustee, shall be deemed settled Company and final for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error Plan participants or omission and will do so at no cost to the extent the error or omission was the fault of the Trusteetheir beneficiaries. (d) The In addition to any returns required of Trustee by law, Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, prepare and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary file such tax returns and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses reports as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may from time to time agree that the accounts under (d) above shall be maintained by the Committee, in writing are necessary or such other person as may be designated by the Committee, rather than the Trusteeadvisable.

Accounting by Trustee. (ai) Pursuant to and as agreed under Section 5.2(c) above, the The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between PWG and the Company and Trustee. As soon as -12- reasonably practicable Within ninety days following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and within ninety days after the removal or resignation of the Trustee, the Trustee shall deliver to PWG (and, following the Committee Change in Control Notice Date, to the Executive or, in the event of the Executive's death, the Executive's Beneficiary) a written account of its administration of the Trust II during such period, year or during the period from the close of the last valuation period preceding year to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments Securities purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separatelyseparate), and showing all cash, securities Securities and other property held in the Trust II at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be. With respect to any Securities which do not have a readily ascertainable market value, PWG shall provide the Trustee with periodic valuations of such 9 Securities. The valuation method of each valuation report shall be done in a manner consistent with valuations used by PWG on its inventory of Securities. The Trustee may conclusively rely upon such valuations of PWG for all purposes hereunder without inquiry. Following the Change in Control Notice Date, the appropriate investment manager referred to in Section 5(c) shall be substituted for PWG for purposes of the three preceding sentences. (ii) Unless PWG, the Executive or the Executive's Beneficiary shall have notified the Trustee of exceptions, objections, outstanding claims against the Trustee or disputed items within 180 days following receipt of an annual statement of account or final statement of account delivered in accordance with Section 7(a)(i) above, PWG and the Executive and the Executive's Beneficiary, if applicable, shall be deemed to have approved such statement of account and the Trustee shall be relieved and discharged from all matters covered therein. This Section 7(a)(ii) shall not apply to any matter which the Trustee willfully or through gross negligence misstates, conceals or omits in the preparation of such statement of account or to any acts of fraud by the Trustee. (b) The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor Nothing contained in this Trust Agreement or in the Deferred Compensation Agreement shall be chosen by deprive the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object right to an accounting within the time provided, the account shall be deemed settled and final have a judicial settlement of its accounts. In any proceeding for the period covered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault judicial settlement of the Trustee. (d) The 's account or for instructions in connection with Trust II, the only other necessary parties thereto in addition to the Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, be PWG and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement's Beneficiary. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets No person interested in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount PWG and the Executive could be entitled or the Executive's Beneficiary, shall have a right to under the SERP and/or Severance Agreementcompel an accounting, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that datejudicial or otherwise. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.

Accounting by Trustee. (a) Pursuant to and as agreed under Section 5.2(c) above, the Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as -12- reasonably practicable Within 90 days following the close of each calendar year quarter and each other valuation date agreed by the Company and the Trustee, and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee Company a written account of its administration of the Trust during such period, quarter or during the period from the close of the last valuation period preceding quarter to the date of the such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, quarter or as of the date of such removal or resignation, as the case may be. . The Company may approve such account by an instrument in writing delivered to Trustee. In the absence of Company's filing with Trustee objections to any such account within one hundred eighty (b180) The Committee may object to an accounting within 180 days after it is furnished its receipt, Company shall be deemed to have so approved such account. In such case, or upon the written approval by Company of any such account, Trustee shall, to the extent permitted by applicable law, be discharged from all liability to Company for its acts or failures to act described by such account, and require that it be settled Company shall thereafter reimburse, indemnify (as provided in Section 8(b) hereof) and hold harmless Trustee, individually and as Trustee, of, from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any kind or nature whatsoever in respect of its acts, omissions, transactions, duties, obligations or responsibilities as Trustee during the period covered by an audit by a qualified, independent certified public accountantsuch account. The auditor foregoing, however, shall be chosen by not preclude the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the having its account be settled by a court of competent jurisdiction. Company shall not be liable to any person for approving, in lieu disapproving or failing to approve any statement of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust. (c) If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered rendered by it. Notwithstanding the preceding sentence, Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee. (d) The Trustee shall maintain a recordkeeping account in the name of each Executive which, pursuant to rules established by the Committee, will reflect with respect to each Executive: (i) Deposits made by the Company to the Trust for the Executive, pursuant to Section 1 of this Trust Agreement; (ii) Income, losses, and appreciation or depreciation in the value of Trust assets resulting from investment of the Trust; (iii) Payments made from the Trust to the Executive or Beneficiary and to the Company; and -13- (iv) Any other amounts charged to the accounts of the Executive, including administrative and investment expenses as described in Section 5.5 of this Trust Agreement. Each Executive's account shall be a recordkeeping account only and shall reflect on undivided contingent interest in assets of the Trust and shall not require any actual segregation or separate investment of particular assets. To the extent there are assets in the Trust, other than income or excess assets to be repaid to the Company under Section 4 of this Trust Agreement, that exceed the amounts necessary to pay each Executive the amount the Executive could be entitled to under the SERP and/or Severance Agreement, determined as of each December 31, the excess shall be allocated to the accounts of all Executives in proportion to the amount each Executive could be entitled to as of that date. (e) The Company and the Trustee may agree that the accounts under (d) above shall be maintained by the Committee, or such other person as may be designated by the Committee, rather than the Trustee.