Common use of Benefit Arrangements Clause in Contracts

Benefit Arrangements. (1) It has Previously Disclosed a complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including any trust instruments, insurance contracts and loan agreements forming a part of any Benefit Arrangements, and all amendments thereto. (2) All of its Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, are in substantial compliance with ERISA, the Code and other applicable laws. Each of its Benefit Arrangements subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”), and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period under Section 401(b) of the Code, and it is not aware of any circumstances reasonably likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, any of its Subsidiaries or any of its ERISA Affiliates has contributed to a “multiemployer plan”, within the meaning of Section 3(37) of ERISA, at any time within the last six years. No notice of a “reportable event”, within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereof. (4) All contributions required to be made under the terms of any of its Benefit Arrangements have been timely made and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, or (C) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of its Benefit Arrangements. Except as Previously Disclosed, without limiting the foregoing, as a result of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any of its employees within a specified time of the Effective Time) neither it nor any of its Subsidiaries will be obligated to make a payment to an individual that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It has entered into the Employment Agreements. (9) The Company Employee Retention Plan (Effective September 1, 2005), a discussion draft of which that is dated August 25, 2005 was Previously Disclosed, has not been adopted or implemented or otherwise disclosed to any Employee.

Benefit Arrangements. (1i) It has Previously Disclosed a True and complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of (A) all material Benefit Arrangements, including any trust instruments, instruments and insurance contracts and loan agreements forming a part of any Benefit Arrangements, and all amendments theretothereto and (B) the current summary plan description and any summaries of material modification, have been made available to Parent. (2ii) All of its the Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, are Arrangements have been maintained and operated in substantial compliance with their terms, ERISA, the Code and other applicable laws. Each of its the Benefit Arrangements subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”)ERISA, and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or is subject to an opinion letter from the IRS covering all tax law changes prior to U.S. Internal Revenue Service, and nothing has occurred since the Economic Growth and Tax Relief Reconciliation Act date of 2001 or has applied to the IRS for such letter within that could adversely affect the applicable remedial amendment period qualified status of such plan. (iii) Neither the Company nor any entity whose employees would be considered to be employed by one employer that would also be considered to be the employer of the employees of the Company under Section 401(bSections 414(b), (c), (m) or (o) of the Code, and it is not aware of or any circumstances reasonably likely entity that would be considered to result in be under “common control” with the loss of the qualification of such Pension Plan Company under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i4001(a)(14) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, ) has any of its Subsidiaries actual or any of its ERISA Affiliates has contributed potential liability with respect to a “multiemployer plan”, ” within the meaning of Section 3(37) of ERISA, at any time within the last six years. No notice of a “reportable event”, within the meaning of multiple employer plan” described in Section 4043 210(a) of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant a pension plan subject to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any Title IV of its Pension Plans ERISA or by any of its ERISA Affiliates within the 12-month period ending on the date hereof. (4) All contributions required to be made under the terms of any of its Benefit Arrangements have been timely made and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6iv) Neither it nor any of its Subsidiaries has any obligations for retiree health the Company’s execution and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution delivery of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated herebyTransactions nor the Company Stockholder Approval (if required) will, nor shareholder approval either alone or in conjunction with another event (such as termination of the transactions contemplated herebyemployment), will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereofpay, or (CB) accelerate the time of payment or vesting or result in trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of its the Benefit Arrangements. Except as Previously Disclosed; provided, without limiting however, the foregoing, as a result of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any of its employees within a specified time of the Effective Time) neither it nor any of its Subsidiaries Company will be obligated entitled to make a take the actions specified in Schedule 3.9, or (C) result in any payment to that could be characterized as an individual that would be a “excess parachute payment” to a “disqualified individual” as those terms are defined in within the meaning of Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It has entered into v) There is no pending or, to the Employment AgreementsCompany’s Knowledge, threatened assessment, complaint, proceeding or investigation before any Governmental Authority with respect to any Benefit Arrangement (other than routine claims for benefits). (9vi) Prior to the execution and delivery of this Agreement, the Company took all actions necessary, including obtaining the written consent of each applicable individual referenced in this Section 4.2(m)(vi), so that, as of the Effective Time and without further action, each Company Stock Option held by an individual who is a director of the Company and each of the individuals named in Section 4.2(m)(vi) of the Disclosure Schedule will be cancelled as of the Effective Time in exchange for (A) with respect to any such Company Stock Option with a per share exercise price that is less than the Per Share Amount (each, an “In the Money Option”), an amount of cash equal to the product of (x) the excess of the Per Share amount over such per share exercise price times (y) the number of shares of Company Common Stock subject to such Company Stock Option (whether vested or unvested) immediately prior to its cancellation (the “In the Money Option Cash-Out Amount”) and (B) with respect to any such Company Stock Option (whether vested or unvested) with a per share exercise price that equals or exceeds the Per Share Amount (each, an “Out of the Money Option”), no consideration. True and complete copies of such consents were delivered to Purchaser prior to the execution and delivery of this Agreement. (vii) The Company has suspended the Company’s Employee Retention Stock Purchase Plan (Effective September 1, 2005), a discussion draft of which that is dated August 25, 2005 was Previously Disclosed, has the “ESPP”) and does not been adopted or implemented or otherwise disclosed to have any Employeecurrent Offering Period (as defined in the ESPP) in effect under the ESPP.

Benefit Arrangements. (1) It has Previously Disclosed a complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including any plans, grants or award documents, trust instruments, insurance contracts contracts, summary plan descriptions, most recent actuarial reports and Forms 5500 for the past 3 years and loan agreements forming a part of any Benefit Arrangements, and all amendments thereto. (2) All of its Benefit Arrangements, other than “"multiemployer plans” " within the meaning of Section 3(37) of ERISA, are in substantial compliance with ERISA, the Code and other applicable lawslaw in all material respects. Each of its Benefit Arrangements subject to ERISA that is an “"employee pension benefit plan” " within the meaning of Section 3(2) of ERISA (“Pension Plan”"PENSION PLAN"), and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS Internal Revenue Service covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period under Section 401(b) of the Code2001, and it the Bank is not aware of any circumstances reasonably likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code It has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that which would be material. Neither it nor any of its Subsidiaries It has not incurred or and does not reasonably expects expect to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be materialERISA. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, within Neither the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of Bank nor any entity that which is considered one employer with it the Bank under Section 4001 of ERISA or Section 414 of the Code (an “"ERISA Affiliate”). None of itAFFILIATE") (x) maintains or contributes to, or has any of its Subsidiaries liability with respect to, or any of its ERISA Affiliates has contributed to a “multiemployer plan”, within the meaning past six years maintained or contributed to, a Pension Plan that is subject to Subtitles C or D of Section 3(37Title IV of ERISA or (y) of ERISAmaintains or has an obligation to, at or has any time liability with respect to, contribute to or has within the last past six years. No notice of years maintained or had an obligation to contribute to, a “reportable event”, within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereofmultiemployer plan as defined in ERISA. (4) All contributions required to be made under the terms of any of its Benefit Arrangements have been timely made and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that which would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees employees, former employees, directors, former directors or any employees of its Subsidiaries consultants to severance pay or any increase in severance pay upon any termination of employment after the date hereof, or (CB) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger result in any other material obligation pursuant to, any of its Benefit Arrangements. Except as Previously Disclosed, without limiting (C) limit or restrict the foregoing, as a result right of the Bank or after the consummation of the transactions contemplated hereby (including as a result hereby, Parent to merge, amend or terminate any of the termination Benefit Arrangements, or (D) result in payments under any of the employment of any of its employees within a specified time of the Effective TimeBenefit Arrangements or otherwise which would not be deductible under Section 162(m) neither it nor any of its Subsidiaries will be obligated to make a payment to an individual that would be a “parachute payment” to a “disqualified individual” as those terms are defined in or Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed . The Seller has operated in good faith compliance with Section 409A of the futureCode. (8) It 5) To the Bank's knowledge, no event has entered into occurred and no condition exists that could subject the Employment AgreementsBank or any ERISA Affiliate to any penalty, fine, liability, obligation or lien with respect to any Benefit Arrangement. No action, suit, litigation or proceeding (other than routine claims for benefits) is pending, or to the Bank's knowledge, threatened; to the Bank's knowledge, no facts or circumstances exist that could give rise to any such action, suit, litigation or proceeding; and no administrative investigation, audit, or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or other governmental entity are pending, in progress or, to the Bank's knowledge, threatened. To the Bank's knowledge, no oral or written representation or communication with respect to any aspect of the Benefit Arrangements has been made to employees prior to the date hereof which is not in accordance with the written or otherwise pre-existing terms and provisions of such plans. The Bank does not have any obligation for retiree health and life benefits or post retirement benefits other than as required by applicable health care continuation laws at the expense of the former employee. (96) The Company Employee Retention Plan (Effective September 1No payments or accelerated vesting, 2005), a discussion draft of which that is dated August 25, 2005 was Previously Disclosed, has not been adopted funding or implemented time or payment under any Benefit Arrangement or otherwise disclosed will fail to any Employeebe deductible under Section 280G or Section 162(m) of the Code.

Benefit Arrangements. (1) It has Previously Disclosed a complete and correct list Section 4.01(m)(1) of the Disclosure Schedule lists all of its Benefit Arrangements. It has made available With respect to Parent each Benefit Arrangement set forth on Section 4.01(m)(1) of the Disclosure Schedule (A) a true and complete and correct copies copy of all each material Benefit ArrangementsArrangement, including any trust instruments, instruments and insurance contracts and loan agreements forming a part of any Benefit ArrangementsArrangement, and all amendments theretothereto and (B) where applicable, the most recent summary plan description, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and the most recent audited financial statement and actuarial valuation report, in each case, has been made available to Parent. (2) All of its the Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, Arrangements are and have been operated in substantial material compliance with ERISA, ERISA and the Code and other applicable lawslaws and in material compliance with the governing provisions of the relevant Benefit Arrangement. No material litigation is pending or threatened with respect to any Benefit Arrangement. Each of its the Benefit Arrangements subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”)ERISA, and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or is subject to an opinion letter from the IRS covering all tax law changes prior U.S. Internal Revenue Service and, to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period under Section 401(b) of the CodeCompany’s Knowledge, and it no event exists that is not aware of any circumstances reasonably likely to result in the loss of such qualification. (3) Neither the qualification of such Pension Plan under Section 401(a) of Company nor any entity or any trade or business, whether or not incorporated, that together with the Code. Each Benefit Arrangement that is intended to Company would be part of deemed a voluntary employees’ beneficiary association “single employer” within the meaning of Section 501(c)(94001(b) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, any of its Subsidiaries or any of its ERISA Affiliates ) has contributed to a “multiemployer plan”, ” within the meaning of Section 3(37) of ERISA, a “multiple employer plan” within the meaning of Section 210(a) of ERISA, or maintained, sponsored or contributed to a pension plan subject to Title IV of ERISA or Section 412 of the Code, in each case, at any time within the last six years. No notice of a “reportable event”, within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant (6) year period prior to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereofof this Agreement. (4) All contributions required to be made under Except as provided in Section 3.09, neither the terms of any of its Benefit Arrangements have been timely made Company’s execution and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution delivery of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated herebyTransactions nor the Company Stockholder Approval (if required) will, nor shareholder approval either alone or in conjunction with another event (such as termination of the transactions contemplated herebyemployment), will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereofpay, or (CB) accelerate the time of payment or vesting or result in trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of its the Benefit Arrangements. Except as Previously Disclosed, without limiting (C) limit or restrict the foregoing, as a result right of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any of its employees within a specified time of the Effective Time) neither it nor Parent or any of its Subsidiaries will in respect of the employees to merge, amend or terminate any of the Benefit Arrangements or (D) result in payments under any of the Benefit Arrangements which would not be obligated to make a payment to an individual that would be a “parachute payment” to a “disqualified individual” as those terms are defined in deductible under Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It 5) There is no pending or, to the Company’s Knowledge, threatened assessment, complaint, proceeding or investigation before any Governmental Authority with respect to any Benefit Arrangement (other than routine claims for benefits payable under any Benefit Arrangement). Each Benefit Arrangement that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) has entered into (A) been maintained and operated since January 1, 2005 in good faith compliance with Section 409A of the Employment Agreements. (9) The Company Employee Retention Plan (Effective September Code and all applicable Internal Revenue Service guidance promulgated thereunder so as to avoid any Tax, penalty or interest under Section 409A of the Code and, as to any such plan in existence prior to January 1, 2005), a discussion draft of which that is dated August 25, 2005 was Previously Disclosed, has not been adopted “materially modified” (within the meaning of Internal Revenue Service Notice 2005-1) at any time after October 3, 2004, and (B) since January 1, 2009, been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder, except for such noncompliance with respect to clause (A) or implemented or otherwise disclosed to any Employee(B) above that would not have a Material Adverse Effect.

Benefit Arrangements. (1) It has Previously Disclosed a complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including any trust instruments, insurance contracts and loan agreements forming a part of any Benefit Arrangements, and all amendments thereto. (2) All of its Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, Arrangements are in substantial compliance with ERISA, the Code and other applicable laws. Each of its Benefit Arrangements subject to ERISA that is an “"employee pension benefit plan” " within the meaning of Section 3(2) of ERISA (“"Pension Plan”"), and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS covering all tax law changes prior or may rely upon an opinion letter issued by the IRS as to the Economic Growth and Tax Relief Reconciliation Act qualified status of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period plan under Code Section 401(b) of the Code401(a), and it is not aware of any circumstances reasonably likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “"single-employer plan”", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “"ERISA Affiliate”"). None of it, any of its Subsidiaries or any of its ERISA Affiliates has contributed to a “"multiemployer plan”", within the meaning of Section 3(37) of ERISA, at any time within the last six years. No notice of a “"reportable event”", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereof. (4) All contributions required to be made under the terms of any of its Benefit Arrangements have been timely made and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “"accumulated funding deficiency” " (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “"benefit liabilities”", within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s 's most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s 's right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, or (C) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of its Benefit Arrangements. Except as Previously Disclosed, without limiting the foregoing, as a result of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any of its employees within a specified time of the Effective Time) neither it nor any of its Subsidiaries will be obligated to make a payment to an individual that would be a “"parachute payment” " to a “"disqualified individual” " as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It has entered into All Benefit Arrangements that are "nonqualified deferred compensation plans" (within the Employment Agreementsmeaning of Section 409A of the Code) have been maintained and administered in good faith compliance with the requirements of Section 409A of the Code and any regulations or other guidance issued thereunder. (9) The Section 5.3(b) of the Company's Disclosure Schedule sets forth a true and correct copy of the outstanding Company Employee Retention Stock Options and the corresponding Company Stock Plan (Effective September 1, 2005), a discussion draft of pursuant to which that is dated August 25, 2005 was Previously Disclosed, has not been adopted or implemented or otherwise disclosed to any Employeesuch Company Stock Options were issued.

Benefit Arrangements. (1) It has Previously Disclosed a complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including any trust instruments, insurance contracts and loan agreements forming a part of any Benefit Arrangements, and all amendments thereto. (2) All of its Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, Arrangements are in substantial compliance with ERISA, the Code and other applicable laws. Each of its Benefit Arrangements subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”), and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS covering all tax law changes prior or may rely upon an opinion letter issued by the IRS as to the Economic Growth and Tax Relief Reconciliation Act qualified status of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period plan under Code Section 401(b) of the Code401(a), and it is not aware of any circumstances reasonably likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, any of its Subsidiaries or any of its ERISA Affiliates has contributed to a “multiemployer plan”, within the meaning of Section 3(37) of ERISA, at any time within the last six years. No notice of a “reportable event”, within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereof. (4) All contributions required to be made under the terms of any of its Benefit Arrangements have been timely made and all obligations in respect of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its 21 Pension Plans or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, or (C) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of its Benefit Arrangements. Except as Previously Disclosed, without limiting the foregoing, as a result of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any of its employees within a specified time of the Effective Time) neither it nor any of its Subsidiaries will be obligated to make a payment to an individual that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It has entered into All Benefit Arrangements that are “nonqualified deferred compensation plans” (within the Employment Agreementsmeaning of Section 409A of the Code) have been maintained and administered in good faith compliance with the requirements of Section 409A of the Code and any regulations or other guidance issued thereunder. (9) The Section 5.3(b) of the Company’s Disclosure Schedule sets forth a true and correct copy of the outstanding Company Employee Retention Stock Options and the corresponding Company Stock Plan (Effective September 1, 2005), a discussion draft of pursuant to which that is dated August 25, 2005 was Previously Disclosed, has not been adopted or implemented or otherwise disclosed to any Employeesuch Company Stock Options were issued.

Benefit Arrangements. (1a) It has Previously Disclosed Schedule 4.14(a) contains a true, correct and complete and correct list of all of its each material Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including Arrangement that covers any trust instruments, insurance contracts and loan agreements forming a part of any Benefit Arrangements, and all amendments theretoEmployee. (2b) All Except as set forth on Schedule 4.14(b), no Benefit Arrangement that covers any Employee provides post-retirement medical or health benefits, except to the extent required by Part 6 of its Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) Title I of ERISA, are or other applicable Law. Each Benefit Arrangement that covers any Employee has been administered in substantial all material respects in compliance with ERISA, Section 4980B of the Code and other applicable lawsLaw. There are no pending, or to the knowledge of Seller, threatened claims (other than routine claims for benefits) or Legal Proceedings made or brought by any Employee (or beneficiary thereof) against or relating to any such Benefit Arrangement. Each of its Benefit Arrangements subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”), and Arrangement covering any Employee that is intended to be qualified under Section 401(a) of the CodeCode has received, has received or the Seller may rely upon, a favorable determination determination, opinion or notification letter from the IRS covering all tax law changes prior as to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such letter within the applicable remedial amendment period under Section 401(b) of the Codeits qualification, and it is not aware of any circumstances reasonably likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending orand, to the knowledge of itthe Seller, threatenednothing has occurred that could reasonably be expected to affect such qualification or which requires or could reasonably be expected to require action under the compliance resolution programs of the IRS to preserve such qualification. All contributions and premium payments required to be made under any Benefit Arrangement have been timely made in all material respects when due. (c) To the Seller’s knowledge, litigation relating to its Benefit Arrangements. Neither it except as set forth on Schedule 4.14(c), no Group Company nor any ERISA Subsidiary of its Subsidiaries such Group Company has engaged in a transaction or has ever had any liability with respect to any of its Benefit Arrangements that, assuming the taxable period of such transaction expired as of the date hereof, could plan that is subject it or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. Neither it nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA in an amount that would be material. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any Section 412 of its Subsidiaries with respect to any ongoingthe Code, frozen or terminated including a “single-employer multiemployer plan”, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, or a “single employer plan” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, any of its Subsidiaries or any of its ERISA Affiliates has contributed to a “multiemployer plan”, within the meaning of Section 3(37) of ERISA, at any time within the last six years. No notice of a “reportable event”, within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any of its Pension Plans or by any of its ERISA Affiliates within the 12-month period ending on the date hereof. (4d) All contributions required to be made under To Seller’s knowledge, neither the terms execution of this Agreement nor the consummation of any of its Benefit Arrangements have been timely made and all obligations the transactions contemplated hereby will, either alone or in respect conjunction with any other event, (i) result in any obligation or liability to any present or former employee, manager, director, officer, contractor or consultant of each of its Benefits Arrangements have been properly accrued or reflected on its most recent consolidated financial statements included in its Company SEC Filings. None of its Pension Plans Seller or any single-employer plan of any of its ERISA Affiliates has an “accumulated funding deficiency” Subsidiary, (whether or not waivedii) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its ERISA Affiliates has an outstanding funding waiver. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code. (5) Under each Pension Plan that is be a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no change in the financial condition of such Pension Plan since the last day of the most recent plan year. (6) Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits trigger event under any Benefit Arrangement or collective bargaining agreement. Either it or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that would materially increase the expense of maintaining such Benefit Arrangement above the level of the expense incurred therefor for the most recent fiscal year. Neither its execution of this Agreement, the performance of its obligations hereunder, the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, will (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend result in any respect or terminate any payment (whether of its Benefit Arrangements, (B) entitle any of its employees or any employees of its Subsidiaries to severance pay or otherwise) becoming due to any increase in severance pay upon any termination of employment after the date hereofsuch present or former employee, officer, director, manager, contractor, or consultant, (Ciii) accelerate the time of payment or vesting vesting, or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant toamount, any of its Benefit Arrangements. Except as Previously Disclosed, without limiting the foregoing, as a result of the consummation of the transactions contemplated hereby (including as a result of the termination of the employment of any compensation theretofore or thereafter due or granted to any employee, officer, manager, director, contractor or consultant of its employees within a specified time of any Group Company, or (iv) give rise to the Effective Time) neither it nor any of its Subsidiaries will be obligated to make a payment to any such present or former employee, officer, director, manager contractor or consultant of any amount which would constitute an individual that would be a “excess parachute payment” to a “disqualified individual” (as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future). (8) It has entered into the Employment Agreements. (9) The Company Employee Retention Plan (Effective September 1, 2005), a discussion draft of which that is dated August 25, 2005 was Previously Disclosed, has not been adopted or implemented or otherwise disclosed to any Employee.

Benefit Arrangements. (1) It has All Benefit Arrangements are Previously Disclosed a Disclosed. True and complete and correct list of all of its Benefit Arrangements. It has made available to Parent complete and correct copies of all Benefit Arrangements, including any trust instruments, instruments and insurance contracts and and, with respect to any employee stock ownership plan, loan agreements forming a part of any Benefit Arrangements, and all amendments theretothereto have been made available to FNFG. (2) All of its Benefit Arrangements, other than “multiemployer plans” within the meaning of Section 3(37) of ERISAERISA (each, a “Multiemployer Plan”), are in substantial compliance compliance, in form and operation, with their terms and ERISA, the Code and other applicable lawslaws (including with respect to non-discrimination requirements, fiduciary duties and required regulatory filings). Each of its Benefit Arrangements Arrangement which is subject to ERISA (an “ERISA Plan”) that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”), and that is ) intended to be qualified under Section 401(a) of the Code, has received a favorable determination or opinion letter from the IRS Internal Revenue Service (the “IRS”) covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and it NAL is not aware of any circumstances reasonably likely to result in the loss of the qualification of any such Pension Plan under Section 401(a) of the Code. Each Benefit Arrangement that is intended to be part of a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and it is not aware of circumstances likely to result in the loss of the exempt status of such Benefit Arrangement under Section 501(c)(9) of the Code. There is no pending or, to the knowledge of it, threatened, litigation relating to its Benefit Arrangements. Neither it NAL nor any of its Subsidiaries has engaged in a transaction with respect to any of its Benefit Arrangements ERISA Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject it NAL or any of its Subsidiaries Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that which would be material. Neither it NAL nor any of its Subsidiaries has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F 4980 of the Code or Section 502 of ERISA in an amount that would be materialor any liability under Section 4071 of ERISA. (3) No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by it or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan”, ,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity that which is considered one employer with it NAL under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). None of it, any of It and its Subsidiaries or have not incurred and do not expect to incur any of its ERISA Affiliates has contributed withdrawal liability with respect to a “multiemployer plan”, within the meaning Multiemployer Plan under Subtitle E of Section 3(37) Title IV of ERISA, at any time within the last six yearsERISA (regardless of whether based on contributions of an ERISA Affiliate). No notice of a “reportable event”, ,” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived or extended, other than pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, extended has been required to be filed for any of its Pension Plans Plan or by any of its ERISA Affiliates Affiliate within the 12-month period ending on the date hereofhereof or will be required to be filed in connection with the transactions contemplated by this Agreement. No notices have been required to be sent to participants and beneficiaries or the Pension Benefit Guaranty Corporation under Section 302 or 4011 of ERISA or Section 412 of the Code. (4) All contributions required to be made under each Benefit Arrangement, as of the terms of any of its Benefit Arrangements date hereof, have been timely made and all obligations in respect of each of its Benefits Arrangements or have been properly accrued or reflected on its most recent in the consolidated financial statements included in its Company filed with the NAL SEC Filings. None of its Neither any Pension Plans or Plan nor any single-employer plan of any of its an ERISA Affiliates Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and none of its no ERISA Affiliates Affiliate has an outstanding funding waiver. Neither it any Pension Plan nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its an ERISA Affiliates Affiliate has been required to file information pursuant to Section 401(a)(29) 4010 of ERISA for the Codecurrent or most recently completed plan year. No Pension Plan is in “at risk” status within the meaning of Section 303 of ERISA. (5) Under each Pension Plan that which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, ,” within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then then-current value of the assets of such Pension Plan, and there has been no material change in the financial condition condition, whether or not as a result of a change in the funding method, of such Pension Plan since the last day of the most recent plan year. (6) As of the date hereof, there is no pending or, to its knowledge threatened, litigation relating to the Benefit Arrangements. Neither it nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Arrangement or collective bargaining agreement. Either it It or its Subsidiaries may amend or terminate any such plan Benefit Arrangement at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination. (7) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Arrangement that which would increase materially increase the expense of maintaining such Benefit Arrangement plan above the level of the expense incurred therefor for the most recent fiscal year. Neither its the execution of this Agreement, the performance stockholder approval of its obligations hereunder, this Agreement nor the consummation of the transactions contemplated hereby, nor shareholder approval of the transactions contemplated hereby, hereby will (either alone or in combination with any other event) (A) limit or restrict its right, or, following the consummation of the transactions contemplated hereby, Parent’s right, to administer, merge or amend in any respect or terminate any of its Benefit Arrangements, (B) entitle any employees of its employees it or any employees of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, or (CB) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger result in any other material obligation pursuant to, any of its the Benefit Arrangements. Except as Previously Disclosed, without limiting (C) limit or restrict the foregoingright of it or, as a result of after the consummation of the transactions contemplated hereby (including as a result hereby, NAL to merge, amend or terminate any of the termination Benefit Arrangements or (D) result in payments under any of the employment of any of its employees within a specified time of the Effective TimeBenefit Arrangements which would not be deductible under Section 162(m) neither it nor any of its Subsidiaries will be obligated to make a payment to an individual that would be a “parachute payment” to a “disqualified individual” as those terms are defined in or Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (8) It Each Benefit Arrangement which is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (A) has entered into been operated and maintained in material compliance with Section 409A of the Employment Agreements. (9) The Company Employee Retention Plan (Effective September Code since January 1, 2005)2009, a discussion draft and (B) has been operated and maintained in good faith compliance with Section 409A of which that is dated August 25the Code for all applicable periods at all times prior to January 1, 2005 was Previously Disclosed, has not been adopted or implemented or otherwise disclosed to any Employee2009.