Common use of Claims Procedure Clause in Contracts

Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim for If Executive believes that he is entitled to receive severance benefits under this Agreement shall be made Agreement, he may file a claim in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of with the decision shall be furnished to the claimant Committee within a reasonable period of time, not to exceed 90 ninety (90) days after the date such Executive believes he or she should have received such benefits. No later than ninety (90) days after the receipt of the claim, the Committee shall either allow or deny the claim by Companyin writing. A denial of a claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is requiredin whole or in part, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by Executive and shall include the claimant, the following: (i) specific reason or reasons for the denial; (ii) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; (iii) a description of any additional material or information necessary for the claimant Executive to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims claim review procedure as set forth belowprocedure. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant Executive (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within sixty 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, claim request a review upon written application to Company, to the Committee; review pertinent documents, ; and submit issues and comments in writing. The Committee shall notify Executive of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 within sixty (60) days after Company receives the receipt of a request for review, review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one-hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is required, written notice Notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing writing. The Committee’s decision on review shall be final and shall include reasons for binding on Executive and any successor in interest. If Executive subsequently wishes to file a claim under Section 502(a) of ERISA, any legal action must be filed within ninety (90) days of the Committee’s final decision, written . Executive must exhaust the claims procedure provided in this section 6 before filing a manner calculated claim under ERISA with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedany benefits provided under section 2 of this Agreement.

Claims Procedure. Any claim for benefits If you believe you have been incorrectly denied a benefit or are entitled to a greater benefit than the benefit you received under this Agreement shall the Agreement, you may submit a signed, written application to the Company’s Senior Vice President of Human Resources (“Claims Administrator”). You will be made notified in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant approval or denial of this claim within a reasonable period of time, not to exceed 90 ninety (90) days after receipt of the claim by Companydate that the Claims Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such In the event an extension of time is requirednecessary, you will be provided written notice of the extension shall be furnished to the claimant prior to the termination end of the initial ninety (90-) day periodperiod indicating the special circumstances requiring the extension and the date by which the Claims Administrator expects to notify you of approval or denial of the claim. In no event shall such will an extension exceed the period of 90 extend beyond ninety (90) days from after the end of such the initial ninety (90) day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who If your claim is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimantdenied, the following: (i) written notification will state specific reasons for the denial; (ii) , make specific reference to pertinent provisions upon the Agreement provision(s) on which the denial is based; (iii) , and provide a description of any additional material or information necessary for the claimant you to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation . The written notification will also provide a description of the Agreement’s claims review procedure as set forth belowprocedures and the applicable time limits, including a statement of your right to bring a civil suit under section 502(a) of ERISA following denial of your claim on review. The claimant may appeal You will have sixty (60) days from receipt of the written notification of the denial of his your claim to Company file a signed, written request for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial by a review panel which will be a named fiduciary of his the Agreement for purposes of such review. This request should include the reasons you are requesting a review and may include facts supporting your request and any other relevant comments, documents, records and other information relating to your claim. The claimant or his duly authorized representative may requestUpon request and free of charge, upon written application to Companyyou will be provided with reasonable access to, to review pertinent and copies of, all documents, records and submit issues and comments other information relevant to your claim, including any document, record or other information that was relied upon in, or submitted, considered or generated in writingthe course of, denying your claim. The decision on review A final, written determination of your eligibility for benefits shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 within sixty (60) days after Company receives the of receipt of your request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is requiredprocessing the claim, in which case you will be provided written notice of the reasons for the delay within the initial sixty (60) day period and the date by which you should expect notification of approval or denial of your claim. This review will take into account all comments, documents, records and other information submitted by you relating to your claim, whether or not submitted or considered in the initial review of your claim. In no event will an extension extend beyond sixty (including 60) days after the special circumstances requiring end of the initial sixty (60) day period. If an extension is required because you fail to submit information that is necessary to decide your claim, the period for making the benefit determination on review will be tolled from the date the notice of time) shall be furnished extension is sent to you until the date on which you respond to the claimant prior request for additional information. If your claim is denied on review, the written notification will state specific reasons for the denial, make specific reference to the commencement Agreement provision(s) on which the denial is based and state that you are entitled to receive upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim, including any document, record or other information that was relied upon in, or submitted, considered or generated in the course of, denying your claim. The written notification will also include a statement of your right to bring an action under section 502(a) of ERISA. If your claim is initially denied or is denied upon review, you are entitled to receive upon request, and free of charge, reasonable access to, and copies of, any document, record or other information that demonstrates that (1) your claim was denied in accordance with the terms of the extensionAgreement, and (2) the provisions of the Agreement have been consistently applied to similarly situated participants, if any. In the event that the decision on review is not furnished within the time period pursuing any of your rights set forth in this paragraphsection, your authorized representative may act on your behalf. If you do not receive notice within the claim shall be deemed denied time periods described above, whether on initial determination or review. The decision on review shall be in writing and shall include reasons for the decision, written in you may initiate a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedlawsuit under Section 502(a) of ERISA.

Claims Procedure. Any claim for benefits under this Agreement 7.7.1 The Contractor shall be made provide a Notice in writing Writing to Company. If the Owner and the Contract Administrator of any claim for benefits under this Agreement is wholly or partially denieda change in the Contract Price, notice extension of the decision Contract Time or other changes to the Work or amendments to the Agreement (“Claim Notice”) within ten (10) Working Days after the Contractor knows, or should know applying the Standard of Care, of the event or circumstance giving rise to such claim. Any Claims by the Contractor in respect of such claim or Claim Notice shall be furnished irrevocably barred, and waived and released by the Contractor unless the Contractor has strictly complied with the applicable requirements of 7.CHANGES IN THE WORK and the Contractor has provided such Claim Notice within the prescribed time period. 7.7.2 Without limiting the generality of any other provision in the Agreement, the Contractor shall immediately upon commencing Work that may result in a Claim Notice, keep such Contractor Records that relate to such Work (including any T&M Change in the Work) and the Claim Notice arising therefrom (including Daily Contractor Work Records) as may be necessary to support and substantiate such Claim Notice. The Contractor shall attempt, on a daily basis, to reconcile its Daily Contractor Work Records with the records of the Contract Administrator or Owner Representative, as applicable and have the Daily Contractor Work Records signed by the Contract Administrator or Owner Representative, as applicable. For clarity, the reconciling of the Contractor’s Daily Work Records with the records of the Contract Administrator or Owner Representative, as applicable, shall not be construed to be acceptance of a Claim Notice. If it is not possible to reconcile the Daily Contractor Work Records, then the Contractor shall submit the un-reconciled Daily Contractor Work Records with its Claim Notice, whereby the resolution of the dispute about the Daily Contractor Work Records shall not be resolved until there is a resolution of the applicable Claim Notice. 7.7.3 Subject to GC 7.7.4, the Claim Notice shall: .2 include the date the Contractor first became aware of the event or circumstance giving rise to the claimant within a reasonable period of timeClaim Notice; .3 state the grounds, not to exceed 90 days after receipt of the claim by Companycontractual or otherwise, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial Claim Notice is basedmade; .4 provide sufficient and detailed information and documentation to allow the Contract Administrator and the Owner to properly consider the Claim Notice of the Contractor including: (iii1) a description of any additional material or information necessary for the claimant to perfect portions of the claim and Work affected thereby; (2) the cause of the change in the Contract Time, a description of such change, an assessment of the impact such change will have on the Construction Schedule (including an explanation of why such material or information is necessary; as to how the critical path will be affected) and (iv) an explanation a reasonable estimate of the Agreement’s claims review procedure as set forth below. The claimant may appeal number of Calendar Days by which the denial of his claim to Company for Work will be delayed and date and time when the delay was experienced; (3) a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice detailed account of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, amount claimed and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt breakdown of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions change in the relevant documents on which the decision is based.Contract Price; (4) details of mitigation strategies applied; and (5) all other pertinent details and backup information and documents; and

Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to CompanyEmployer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by CompanyEmployer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company Employer for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to Employer, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) may shall request a review by filing a written application for review with Employer or its designee (the Administrator “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the AdministratorReviewer, who may, in its or his/her his discretion, hold a hearing on the denied claim; the Administrator Reviewer shall make this decision promptly, and not later than 60 days after Company Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any In the event a dispute arises over benefits under the Executive Plan or this Agreement and benefits are not paid to the Employee and a claimant feels that he or she is entitled to receive such benefits, then a written claim for benefits under this Agreement shall must be made in writing to Companythe Named Fiduciary and Plan Administrator named above. The Named Fiduciary and Plan Administrator shall give any such written claim a full and fair review. If any the claim for benefits under this Agreement is wholly or partially denied, in whole or in part, the Named Fiduciary and Plan Administrator will furnish the claimant with a written notice of the decision shall this denial. This written notice must be furnished provided to the claimant within a reasonable period of time, not to exceed time (generally 90 days days) after the receipt of the claim by Companythe Named Fiduciary and Plan Administrator. There may be times when this 90-day period will be extended. Such an extension may be made, unless however, only where there are special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished that are communicated to the claimant prior to the termination of in writing within the initial 90-day period. In no event shall such extension exceed If there is an extension, the period Named Fiduciary and Plan Administrator will render a decision as soon as possible, but not later than 180 days after receipt by the Named Fiduciary and Plan Administrator of 90 days from the end of such initial periodwritten claim. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in of denial must provide a manner calculated to be understood by the claimant, the following: (i) specific reason or reasons for the such denial; (ii) , specific reference to pertinent the provisions of the Executive Plan or this Agreement upon which the denial is based; (iii) , and a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation . The written notice of denial shall further indicate the additional steps to be taken by the claimant if a further review of the Agreement’s claims review procedure as set forth below. The claimant may appeal the claim denial of his claim to Company for a full and fair reviewis desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail act on the claim within the initial 90-day period or any extension thereof. If the claimant (or his duly authorized representative) may does not request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may requesther claim in accordance with the procedures set forth below, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If Named Fiduciary and Plan Administrator on such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied final and binding on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedall parties.

Claims Procedure. Subject to the provisions of Section 7, the Company shall determine the rights of any employee of the Company to any Severance Compensation or a Gross-up Payment hereunder. Any employee or former employee of the Company who believes that he has not received any benefit under the Plan to which he believes he is entitled, may file a claim for benefits under this Agreement shall be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice with the General Counsel of the decision shall be furnished to Company (or the claimant within a reasonable period of timeSecretary, not to exceed in the case the Executive is the General Counsel). The Company shall, no later than 90 days after the receipt of a claim, either allow or deny the claim by Company, unless special circumstances require an extension of time for processing written notice to the claimclaimant. If such an extension of time is required, a claimant does not receive written notice of the extension shall be furnished to the claimant prior to the termination of the initial Company’s decision on his claim within such 90-day period, the claim shall be deemed to have been denied in full. In no event shall such extension exceed the period A denial of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits by the Company, wholly or partially, shall be written notice setting forth, in a manner calculated to be understood by the claimant, the following: claimant and shall include: (i) the specific reason or reasons for the denial; ; (ii) specific reference to pertinent Plan provisions upon on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an explanation of the Agreement’s claims claim review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewprocedure. A claimant whose claim is denied (or his duly authorized representative) may may, within thirty (30) days after receipt of denial of his claim, request a review of such denial by the Company by filing with the Secretary of the Company (or the General Counsel, in the case the Executive is the Secretary) a written application request for review of his claim. If the claimant does riot file a request for review with the Administrator at any time Company within 60 days after receipt by such 30-day period, the claimant of written notice shall be deemed to have acquiesced in the original decision of the denial of Company on his claim. The If a written request for review is so filed within such 30-day period, the Company shall conduct a full and fair review of such claim. During such full review, the claimant or his duly authorized representative may request, upon written application to Company, shall be given the opportunity to review documents that are pertinent documents, to his claim and to submit issues and comments in writing. The Company shall notify the claimant of its decision on review within sixty (60) days after receipt of a request for review. Notice of the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for reviewwriting. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished to the claimant within the time period set forth in this paragraphsuch 60-day period, the claim shall be deemed to have been denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim for If Executive believes that he is entitled to receive severance benefits under this Agreement shall be made Agreement, he may file a claim in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of with the decision shall be furnished to the claimant Committee within a reasonable period of time, not to exceed 90 ninety (90) days after the date such Executive believes he should have received such benefits. No later than ninety (90) days after the receipt of the claim, the Committee shall either allow or deny the claim by Companyin writing. A denial of a claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is requiredin whole or in part, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by Executive and shall include the claimant, the following: (i) specific reason or reasons for the denial; (ii) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; (iii) a description of any additional material or information necessary for the claimant Executive to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims claim review procedure as set forth belowprocedure. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant Executive (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within sixty 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, claim request a review upon written application to Company, to the Committee; review pertinent documents, ; and submit issues and comments in writing. The Committee shall notify Executive of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 within sixty (60) days after Company receives the receipt of a request for review, review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one-hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is required, written notice Notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing writing. The Committee ’s decision on review shall be final and shall include reasons for binding on Executive and any successor in interest. If Executive subsequently wishes to file a claim under section 502(a) of ERISA, any legal action must be filed within ninety (90) days of the Committee’s final decision, written . Executive must exhaust the claims procedure provided in this section 6 before filing a manner calculated claim under ERISA with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedany benefits provided under section 2 of this Agreement.

Claims Procedure. Any person claiming a benefit under the Agreement (a "Claimant") shall present the claim, in writing, to the Bank, and the Bank shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant: (i) The specific reason or reasons for benefits under this denial, with specific references to the Agreement provisions on which the denial is based; (ii) A description of any additional material or information necessary for the Claimant to perfect his, her or its claim and an explanation of why such material or information is necessary; and (iii) An explanation of the Agreement's claims review procedure. The written notice denying or granting the Claimant's claim shall be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished provided to the claimant Claimant within a reasonable period of time, not to exceed 90 ninety (90) days after the Bank's receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished by the Bank to the claimant prior to the termination of Claimant within the initial ninety (90-) day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The Any extension notice shall indicate the special circumstances requiring an the extension of time and the date on which the administrator Bank expects to render a decisiondecision on the claim. Company Any claim not granted or denied within the period noticed above shall provide every claimant who be deemed to have been denied. Any Claimant whose claim is denied a claim for benefits written notice setting forthdenied, in a manner calculated or deemed to be understood by denied under the claimantpreceding sentence, or such Claimant's authorized representative, may, within sixty (60) days after the following: (i) specific reasons for Claimant's receipt of notice of the denial; (ii) specific reference to pertinent provisions upon which , or after the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation date of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may deemed denial, request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may requestby notice given, upon written application to Companyin writing, to review the Bank. Upon such a request for review, the claim shall be reviewed by the Bank (or its designated representative). In connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing. The decision on review normally shall be made by within sixty (60) days of the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after Bank's receipt of the request for review. If such an extension of time for review is requiredrequired due to special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) Claimant shall be furnished to notified, in writing, by the claimant prior to Bank, and the commencement of the extension. In the event that time limit for the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewextended to one hundred twenty (120) days. The decision on review shall be in writing and shall include reasons for the decisionstate, written in a manner calculated to be understood by the claimantClaimant, the specific reasons for the decision and specific shall include references to the pertinent relevant Agreement provisions in the relevant documents on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) days (or, if applicable, the one hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant with the sixty (60) days (or, if applicable, the one hundred twenty (120) day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is 555 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.O. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇d whose telephone number is (734) ▇▇▇-▇▇▇▇. ▇▇e "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting the request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by shall agree are pertinent to the claimant of written notice of the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant's choice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the claimant's receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Ann Arbor, Michigan, in accordance with the arbitration rules of the American Arbitration Association, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement's provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to the commencement any court. Upon execution of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraphAgreement, the claim Executive shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for to have waived any right to commence litigation proceedings outside of arbitration without the decision, express written in a manner calculated to be understood by consent of the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCompany.

Claims Procedure. Any The Executive or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement shall be made in writing to Companyby filing a written request with the Committee. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision Committee shall be furnished to furnish the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits with written notice setting forth, forth in a manner calculated to be understood by the claimant, : (a) the following: (i) specific reason or reasons for the denial; ; (iib) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; ; (iiic) a description of any additional material or information necessary for the claimant to perfect the his claim and an explanation of why such material or information is necessary; and and (ivd) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after the receipt of his claim, unless special circumstances require an explanation extension of time for processing his claim. If an extension of time for processing is required, the Committee shall, prior to the termination of the Agreement’s claims review procedure as set forth belowinitial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision. The claimant may appeal In no event shall an extension exceed a period of ninety (90) days from the denial end of his claim to Company for a full and fair reviewthe initial ninety (90) day period. A claimant (or his duly authorized representative) may request the Committee to review a review by filing a written application for review with denied claim. Such request shall be in writing and must be delivered to the Administrator at any time Committee within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claim. The A claimant or his duly authorized representative may request, upon written application to Company, to may: (a) review pertinent documents, and and (b) submit issues and comments in writing. The Committee shall notify the claimant of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall must be furnished to the claimant prior to the commencement of the extension. In the event that the The Committee’s decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to CompanyEmployer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by CompanyEmployer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company Employer for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with Employer or its designee (the Administrator “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to CompanyEmployer, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the AdministratorReviewer, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator Reviewer shall make this decision promptly, and not later than 60 days after Company Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made PROASSURANCE (“Administrator”), whose address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇ ▇▇▇▇. The “Named Fiduciary” as defined in writing Section 402(a)(2) of ERISA, also shall be PROASSURANCE. PROASSURANCE shall have the right to Companydesignate one or more employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. If PROASSURANCE shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 ten (10) days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 ten (10) days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting the request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by shall agree are pertinent to the claimant of written notice of the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant’s choice. The decision on All requests for review shall be made by promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 ten (10) days after Company receives following receipt by the Administrator of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 twenty (20) days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedrequest.

Claims Procedure. Any claim for benefits under this Letter Agreement by ---------------- you shall be made in writing and sent to Companythe Company at its principal offices in Mechanicsburg, Pennsylvania, or such other place as the Company shall hereafter designate in writing. If you, or any claim for beneficiary following your death (collectively, the "Claimant"), believes he or she has been denied any benefits or payments under this Agreement is wholly Letter Agreement, either in total or partially deniedin an amount less than the full benefit or payment to which the Claimant would normally be entitled, notice the Company shall advise the Claimant in writing of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt amount of the claim by Companybenefit, unless special circumstances require an extension of time for processing the claim. If such an extension of time is requiredor payment, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time if any, and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; denial within thirty (ii30) days of the receipt of the Claimant's claim. The Company shall also furnish the Claimant at that time with a written notice containing: (A) A specific reference to pertinent provisions upon which the denial is based; of this Letter Agreement; (iiiB) a A description of any additional material or information necessary for the claimant Claimant to perfect the claim if possible, and an explanation of why such material or information is necessaryneeded; and and (ivC) an An explanation of the Agreement’s claims claim review procedure as set forth belowin this Section 7. Within sixty (60) days of receipt of the information described above, the Claimant shall, if further review is desired, file a written request of reconsideration of the Company's decision with the Appeal Committee. The claimant Appeal Committee shall consist of those individuals who were serving as the Compensation Committee of the Board of Directors of the Company immediately prior to the Change of Control. The Appeal Committee shall select from its membership a chairperson and a secretary and may appeal adopt such rules and procedures as it deems necessary to carry out its functions. In the denial event any individual is unable to serve on the Appeal Committee, then the chairperson of his claim the Appeal Committee shall appoint a successor provided such successor must have been a member of the Board of Directors of the Company prior to Company the Change of Control ("Prior Board Member"). So long as the Claimant's request for a full and fair review. A claimant review is pending with the Appeal Committee (including such 60-day period), the Claimant, or his duly authorized representative) , may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, documents and may submit issues and comments in writingwriting to the Appeal Committee. The A final and binding decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on Appeal Committee within thirty (30) days of the denied claim; filing by the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt Claimant of the request for reviewreconsideration. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) The Appeal Committee's decision shall be furnished conveyed to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be Claimant in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, decision and specific references to the pertinent provisions in the relevant documents of this Letter Agreement on which the decision is based. The Appeal Committee shall discharge its duties under this claims procedure in accordance with the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and in doing so, to the extent permitted by law, shall be indemnified and held harmless by the Company (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with the Company) for or against all liability to which the Appeal Committee may be subjected by reason of any act done in good faith with respect to the adjudication of any claim under this Letter Agreement, including reasonable expenses. Notwithstanding anything to the contrary herein contained, the Claimant shall be entitled to submit his or her claim for determination to any court having competent jurisdiction regardless of whether he or she has first exercised his or her right to have the Company's decision reconsidered by the Appeal Committee." 4. Except as amended hereby, the Letter Agreement shall continue in effect in accordance with its terms.

Claims Procedure. Any If an Executive or the Executive's beneficiary (or qualified executor or administrator) fails to receive benefits to which such Executive or beneficiary (or qualified executor or administrator) feels entitled under this Agreement, such Executive or beneficiary (or qualified executor or administrator) shall submit a claim for such benefits under this Agreement shall be made in writing to Companythe Corporation within 60 days of the date the Executive or beneficiary (or qualified executor or administrator) would have received such benefits if so entitled. Such claim shall be reviewed by the Corporation. If any the claim for benefits under this Agreement is wholly or partially denied, notice of in full or in part, the decision Corporation shall be furnished to the claimant within provide a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, claimant within 90 days setting forth the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent the provisions of this Agreement upon which the denial is based; (iii) a description of , and any additional material or information necessary for the claimant to perfect the claim claim, if any, and an explanation of why such material or information is necessary; and (iv) an explanation . Also, such written notice shall indicate the steps to be taken if a review of the Agreement’s claims denial is desired. If a claim is denied in full or in part and a review procedure as set forth below. The claimant may appeal is desired, the Executive or his beneficiary (or qualified executor or administrator) shall so notify the Corporation in writing within 60 days after receiving a denial of claim and a claim shall be deemed denied if the Corporation does not take any action within the aforesaid 90-day period. In requesting a review, the Executive or his claim to Company for a full and fair review. A claimant beneficiary (or his duly authorized representativequalified executor or administrator) may request a review by filing this Agreement or any documents relating to it and submit any written issues and comments he may feel appropriate. In its sole discretion, the Corporation shall then review the claim and provide a written application for review with the Administrator at any time decision within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, review unless special circumstances require an extension of time for processing, processing in which case a decision shall be rendered as soon as possible, but not no later than 120 days after receipt of the a request for review. If such an extension of time This decision shall state the specific reasons for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for reference to specific provisions of this Agreement on which the decision, decision is based and be written in a manner calculated to be understood by the claimant. All determinations made by the Corporation shall be conclusive upon the Executive, and specific references his beneficiary (or qualified executor or administrator) or any other person claiming benefits pursuant to the pertinent provisions in the relevant documents on which the decision is basedthis Agreement.

Claims Procedure. Any claim for In the event a dispute arises over benefits under this Agreement shall Executive Plan and benefits are not paid to the Executive (or to the Executive’s beneficiary(ies) in the case of the Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant Named Fiduciary and Plan Administrator named above within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 sixty (60) days from the end date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such initial period. The extension notice shall indicate claim the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the such denial; (ii) specific , reference to pertinent the provisions of this Executive Plan upon which the denial is based; (iii) a description of based and any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the Agreement’s claims review procedure as set forth below. The claimant may appeal the claim denial of his claim to Company for a full and fair reviewis desired. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewif the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty (60) day period. The decision on If claimants desire a second review they shall be notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reasons for reference to specific provisions of the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on Plan Agreement upon which the decision is based.

Claims Procedure. In the event a dispute arises over the benefits under this executive plan and benefits are not paid to the Executive (or to the Executive’s beneficiary[ies], if applicable) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within forty-five (45) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within forty-five (45) days of receipt of such claim the specific reasons for such denial, reference to the provision of the plan agreement upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if further review of the claim denial is desired. Any decision by the Bank denying a claim by the Executive for benefits under this Agreement shall be made stated in writing to Company. If any claim for benefits under this Agreement is wholly and delivered or partially deniedmailed, notice of the decision shall be furnished via registered or certified mail, to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimantExecutive, the following: (i) specific reasons for Executive's spouse or the denial; (ii) specific reference to pertinent provisions upon which Executive's beneficiaries, as the denial is based; (iii) case may be. Furthermore, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid forty-five (45) day period. If claimants desire a second review. The decision on review , they shall be notify the Named Fiduciary and Plan Administrator in writing within forty-five (45) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments they may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within forty-five (45) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reasons for reference to specific provisions of the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on plan agreement upon which the decision is based.

Claims Procedure. Any The Executive or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement shall be made in writing to Companyby filing a written request with the Committee. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision Committee shall be furnished to furnish the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits with written notice setting forth, forth in a manner calculated to be understood by the claimant, ; (a) the following: (i) specific reason or reasons for the denial; ; (iib) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; ; (iiic) a description of any additional material or information necessary for the claimant to perfect the his claim and an explanation of why such material or information is necessary; and and (ivd) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after the receipt of his claim, unless special circumstances require an explanation extension of time for processing his claim. If an extension of time for processing is required, the Committee shall, prior to the termination of the Agreement’s claims review procedure as set forth belowinitial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision. The claimant may appeal In no event shall an extension exceed a period of ninety (90) days from the denial end of his claim to Company for a full and fair reviewthe initial ninety (90) day period. A claimant (or his duly authorized representative) may request the Committee to review a review by filing a written application for review with denied claim. Such request shall be in writing and must be delivered to the Administrator at any time Committee within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claim. The A claimant or his duly authorized representative may request, upon written application to Company, to may: (a) review pertinent documents, and and (b) submit issues and comments in writing. The Committee shall notify the claimant of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall must be furnished to the claimant prior to the commencement of the extension. In the event that the The Committee’s decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any The Executive or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement shall be made in writing to Companyby filing a written request with the Committee. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision Committee shall be furnished to furnish the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits with written notice setting forth, forth in a manner calculated to be understood by the claimant, ; (a) the following: (i) specific reason or reasons for the denial; ; (iib) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; ; (iiic) a description of any additional material or information necessary for the claimant to perfect the his claim and an explanation of why such material or information is necessary; and and (ivd) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after the receipt of his claim, unless special circumstances require an explanation extension of time for processing his claim. If an extension of time for processing is required, the Committee shall, prior to the termination of the Agreement’s claims review procedure as set forth belowinitial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision. The claimant may appeal In no event shall an extension exceed a period of ninety (90) days from the denial end of his claim to Company for a full and fair reviewthe initial ninety (90) day period. A claimant (or his duly authorized representative) may request the Committee to review a review by filing a written application for review with denied claim. Such request shall be in writing and must be delivered to the Administrator at any time Committee within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claim. The A claimant or his duly authorized representative may request, upon written application to Company, to may; (a) review pertinent documents, and and (b) submit issues and comments in writing. The Committee shall notify the claimant of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall must be furnished to the claimant prior to the commencement of the extension. In the event that the The Committee's decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any claim for In the event a dispute arises over benefits under this Agreement shall Executive Plan and benefits are not paid to the Executive (or to the Executive’s beneficiary(ies) in the case of the Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant Named Fiduciary and Plan Administrator named above within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90forty-day period. In no event shall such extension exceed the period of 90 five (45) days from the end date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within forty-five (45) days of receipt of such initial period. The extension notice shall indicate claim the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the such denial; (ii) specific , reference to pertinent the provisions of this Executive Plan upon which the denial is based; (iii) a description of based and any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the Agreement’s claims review procedure as set forth below. The claimant may appeal the claim denial of his claim to Company for a full and fair reviewis desired. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewif the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid forty-five (45) day period. The decision on If claimants desire a second review they shall be notify the Named Fiduciary and Plan Administrator in writing within forty-five (45) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within forty-five (45) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reasons for reference to specific provisions of the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on Plan Agreement upon which the decision is based.

Claims Procedure. Any claim for (a) If the payment of benefits under this Agreement shall be made in writing disputed by the Company, the Executive, or other person claiming through the Executive, must file a written claim with the Board as a prerequisite to Companythe payment of such benefits. If The Board shall make all determinations as to the right of any person to receive benefits under subsections (a) and (b) of this Section 11. Any denial by the Board of a claim for benefits under this Agreement is wholly by the Executive, his heirs or partially denied, notice of personal representative (“the decision claimant”) shall be furnished stated in writing by the Board and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 ten (10) days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day ten (10)-day period. In no event shall such extension exceed the a period of 90 ten (10) days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Board’s claims ability in a manner that may be understood without legal or actuarial counsel. (b) A claimant whose claim for benefits has been wholly or partially denied by the Board may request, within ten (10) days following the date of such denial, in a writing addressed to the Board, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Board. A claimant (or Prior to submitting his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by request, the claimant of written notice of shall be entitled to review such documents as the denial of Board shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may requestchoice, upon written application to Company, to review pertinent documents, provided that such fees and submit issues and comments in writingexpenses shall be borne by the Corporation. The decision on All requests for review shall be made by promptly resolved. The Board’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 ten (10) days after Company receives following receipt by the Board of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Board’s decision shall be rendered as soon as possible, but so mailed not later than 120 twenty (20) days after receipt of such request. (c) A claimant who has followed the request procedure in subsections (a) and (b) of this Section, but who has not obtained full relief on his claim for review. If benefits, may submit such claim for expedited and binding arbitration of his claim before an extension of time for review is requiredarbitrator in Hennepin County, written notice Minnesota, in accordance with the commercial arbitration rules of the extension American Arbitration Association, as then in effect, or pursuant to such other form of alternative dispute resolution as the parties may agree (including collectively, the special circumstances requiring the extension of time) “arbitration”). The arbitrator’s sole authority shall be furnished to interpret and apply the provisions of this Agreement; the arbitrator shall not change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to compel attendance of witnesses at the hearing. Any court having competent jurisdiction may enter a judgment based upon such arbitration. The arbitrator shall be appointed by mutual agreement of the Corporation and the claimant pursuant to the applicable commercial arbitration rules. The arbitrator shall be a professional person with a national reputation for expertise in employee benefit matters and who is unrelated to the claimant prior to the commencement and any employees of the extensionCorporation. In All decisions of the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied final and binding on review. The decision on review shall be in writing the claimant and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCorporation.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is 47827 Halyard Drive, Plymouth, Michigan 48170, and whose telephone nu▇▇▇▇ ▇▇ (▇▇▇) ▇▇▇-▇▇▇▇. ▇▇▇ "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇" as defined in writing to Section 402(a)(2) ▇▇ ▇▇▇▇▇, ▇▇▇o shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 60 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A claimant (or his duly authorized representative) may request a review by filing a written application for review with Prior to submitting the Administrator at any time within 60 days after receipt by request, the claimant of written notice of shall be entitled to review such documents as are pertinent to the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant's choice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the claimant's receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement's provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to any court. The Executive and the commencement Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. Any claim for benefits A. In the event of a disagreement between the Corporation and the Executive on any matter arising under this Agreement Agreement, the Executive, in claiming a benefit or requesting an interpretation or ruling under this Agreement, shall be made present the claim or request in writing to Company. the Administrative Committee, which shall respond in writing as soon as practicable. B. If any a claim for benefits under this Agreement or request is wholly or partially denied, notice of the decision Administrative Committee shall be furnished prepare and deliver to the claimant within Executive a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of denial which shall state (1) the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim reason for benefits written notice setting forthdenial, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) with specific reference to pertinent the provisions upon of this Agreement on which the denial is based; (iiiii) a description of any additional material or information necessary for the claimant required to perfect prevail with the claim or request and an explanation of why such material or information it is necessary; and (iviii) an explanation of the Agreement’s claims 's claim review procedure as set forth below. The claimant may appeal procedure. C. If a claim or request is denied or the denial of his claim to Company for Executive has not received a full and fair review. A claimant response within thirty (or his duly authorized representative30) days, the Executive may request a review by filing a written application for review with notice given in writing to the Administrator at any time Administrative Committee. Such request must be made within 60 sixty (60) days after receipt by the claimant Executive of the written notice of denial, or in the denial event the Executive has not received a response, within ninety (90) days after receipt by the Administrative Committee of his claimthe Executive's claim or request. The claimant claim or his duly authorized representative request shall be reviewed by the Administrative Committee which may, but shall not be required to, grant the Executive a hearing. On review, the Executive may requesthave representation, upon written application to Company, to review examine pertinent documents, and submit issues and comments in writing. . D. The decision on review shall normally be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 within thirty (30) days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after Administrative Committee's receipt of the Executive's request for a review. If such an extension of time is required for review is requireda hearing or other special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) Executive shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within notified and the time period set forth in this paragraph, the claim limit shall be deemed denied on reviewsixty (60) days. The decision on review shall be in writing and shall include state the reasons for and the relevant provisions of the Agreement. Unless the Executive elects to pursue judicial review of the Administrative Committee's decision, written in a manner calculated to all decisions on review shall be understood by the claimant, final and specific references to the pertinent provisions in the relevant documents on which the decision is basedbind all parties concerned.

Claims Procedure. Any When a benefit is due, the Participant, former Participant or Beneficiary should submit his claim for benefits under this Agreement to the person or office designated by the Committee to receive claims. Under normal circumstances, a final decision shall be made in writing as to Company. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to Committee notifies the claimant prior to the termination of in writing during the initial 90-day period. In no event shall such extension exceed , it may extend the period up to 180 days after the initial receipt of 90 days from the end of such initial periodclaim. The written notice must contain the circumstances necessitating the extension notice shall indicate the special circumstances requiring an extension of time and the anticipated date on which for the administrator expects to render a final decision. Company shall provide every claimant who If a claim is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by during the claimantclaims period, the following: (i) Committee must notify the claimant in writing. The denial must include the specific reasons for it, the denial; (ii) specific reference to pertinent Plan provisions upon which the denial is based; (iii) , and the claims review procedure. If no action is taken during the claims period, the claim is treated as if it were denied on the last day of the claims period. If a description of Participant's, former Participant's or Beneficiary's claim is denied and he wants a review, he must apply to the Committee in writing. That application may include any additional material comment or information necessary for argument the claimant wants to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth belowmake. The claimant may appeal either represent himself or appoint a representative, either of whom has the denial of right to inspect all documents pertaining to the claim and its denial. The Committee may schedule any meeting with the claimant or his claim representative that it finds necessary or appropriate to Company for a full and fair complete its review. A claimant (or his duly authorized representative) may The request a review by filing a written application for review with the Administrator at any time must be filed within 60 days after receipt by the claimant of written notice denial. If it is not, the denial becomes final. If a timely request is made, the Committee must make its decision, under normal circumstances, within 60 days of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is requiredHowever, written notice of if the extension (including the special circumstances requiring the extension of time) shall be furnished to Committee notifies the claimant prior to the commencement expiration of the extension. In initial review period, it may extend the event that period of review up to 120 days following the decision on review is not furnished within initial receipt of the time period set forth in this paragraph, the claim shall be deemed denied on request for a review. The decision on review shall All decisions of the Committee must be in writing and shall must include the specific reasons for their action and the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions in the relevant documents on which the their decision is based. If a decision is not given to the claimant within the review period, the claim is treated as if it were denied on the last day of the review period.

Claims Procedure. Any claim for The Company shall promptly notify the Executive (or one of her beneficiaries in the case of the Executive’s death) if payment of benefits is not being made, or is not to be made, under this Agreement. In the event that benefits under this Agreement are not paid to the Executive (or one of her beneficiaries in the case of the Executive’s death), and such person believes that he or she is entitled to receive them, a claim shall be made in writing to the Company within 90 days after written notice from the Company to the Executive, her beneficiary, or an appropriate personal representative that payments are not being made, or are not to be made, under this Agreement. Such claim shall be reviewed by the Company. If any the claim for benefits under this Agreement is wholly approved or partially denied, in full or in part, the Company shall provide a written notice of the decision shall be furnished to the claimant approval or denial within a reasonable period 30 days of time, not to exceed 90 days after its receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, A written notice of denial shall set forth the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim specific reason for benefits written notice setting forthdenial, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent the provision or provisions of this Agreement upon which the denial is based; (iii) a description of based and any additional material or information necessary for the claimant to perfect the claim and an explanation of why claim, if any. Also, such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of denial shall indicate the steps to be taken if a review of the denial of his claimis desired. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the A claim shall be deemed denied on if the Company does not take action within the aforesaid 30-day period. If a claim is denied and a review is desired, the Executive (or beneficiary in the case of the Executive’s death), shall notify the Company in writing within 30 days after such claim is denied. In requesting a review, the Executive or her beneficiary may review this Agreement or any document relating to it and submit any written issues and comments he or she may feel appropriate. The Company shall then review the claim and provide a written decision within 30 days. The decision on review likewise shall be in writing state the specific reasons for the decision and shall include reasons for the decision, written in a manner calculated reference to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based. Any decision of the Company shall be binding on the Executive, any beneficiary, or any personal representative. However, no decision shall preclude legal action by the Executive, beneficiary or personal representative. If the Executive, any beneficiary, or any personal representative shall prevail in any such legal action, such person or persons shall be entitled to receive reimbursement of reasonable attorneys’ fees from the Company, unless the Company acted in good faith in the reasonable belief that its position was justified.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (the ‘Claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant Claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant Claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant Claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims review procedure as set forth below. The claimant ability in a manner that may appeal the denial of his be understood without legal or actuarial counsel. (c) A Claimant whose claim to Company for a full and fair review. A claimant (benefits has been wholly or his duly authorized representative) may request a review partially denied by filing a written application for review with the Administrator at any time may request, within 60 days after following the date of such denial, in a writing addressed to the Administrator, a review of such denial. The Claimant shall be entitled to submit such issues or comments in writing or otherwise, as the Claimant shall consider relevant to a determination of the claim, and the Claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the Claimant shall be entitled to review such documents as are pertinent to the claim. The Claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the Claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Claimant not later than 10 days following receipt by the claimant of written notice Administrator of the denial of his claim. The claimant or his duly authorized representative may requestClaimant’s request unless special circumstances, upon written application such as the need to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptlyhearing, and not later than 60 days after Company receives the request for review, unless special circumstances require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A Claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the Claimant’s receipt of the Administrator’s written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the Claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement’s provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished final and binding on the Claimant and the Company without appeal to any court. The Executive and the claimant prior Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the commencement right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the Claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant Claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant Claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant Claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims review procedure as set forth below. The claimant ability in a manner that may appeal the denial of his be understood without legal or actuarial counsel. (c) A Claimant whose claim to Company for a full and fair review. A claimant (benefits has been wholly or his duly authorized representative) may request a review partially denied by filing a written application for review with the Administrator at any time may request, within 60 days after following the date of such denial, in a writing addressed to the Administrator, a review of such denial. The Claimant shall be entitled to submit such issues or comments in writing or otherwise, as the Claimant shall consider relevant to a determination of the claim, and the Claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the Claimant shall be entitled to review such documents as are pertinent to the claim. The Claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the Claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Claimant not later than 10 days following receipt by the claimant of written notice Administrator of the denial of his claim. The claimant or his duly authorized representative may requestClaimant’s request unless special circumstances, upon written application such as the need to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptlyhearing, and not later than 60 days after Company receives the request for review, unless special circumstances require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A Claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the Claimant’s receipt of the Administrator’s written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the Claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement’s provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished final and binding on the Claimant and the Company without appeal to any court. The Executive and the claimant prior Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the commencement right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made ProAssurance ("Administrator"), whose address is 100 Brookwood Place, Birmingham, Alabama 35209; Telephone: (205) 877-▇▇▇▇. ▇▇▇ "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇" ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ion 402(a)(2) ▇▇ ▇▇▇▇▇, ▇▇▇o shall be ProAssurance. ProAssurance shall have the right to designate one or more employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. ProAssurance shall give the Executive written notice of any change in writing the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to Companythe right of any person to receive benefits under the Agreement. If any Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 ten (10) days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 ten (10) days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting the request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by shall agree are pertinent to the claimant of written notice of the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant's choice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 ten (10) days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 twenty (20) days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedrequest.

Claims Procedure. Any The Consultant or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement shall be made in writing to Companyby filing a written request with the Committee. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision Committee shall be furnished to furnish the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits with written notice setting forth, forth in a manner calculated to be understood by the claimant, ; (a) the following: (i) specific reason or reasons for the denial; ; (iib) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; ; (iiic) a description of any additional material or information necessary for the claimant to perfect the his claim and an explanation of why such material or information is necessary; and and (ivd) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after the receipt of his claim, unless special circumstances require an explanation extension of time for processing his claim. If an extension of time for processing is required, the Committee shall, prior to the termination of the Agreement’s claims review procedure as set forth belowinitial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision. The claimant may appeal In no event shall an extension exceed a period of ninety (90) days from the denial end of his claim to Company for a full and fair reviewthe initial ninety (90) day period. A claimant (or his duly authorized representative) may request the Committee to review a review by filing a written application for review with denied claim. Such request shall be in writing and must be delivered to the Administrator at any time Committee within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claim. The A claimant or his duly authorized representative may request, upon written application to Company, to may: (a) review pertinent documents, and and (b) submit issues and comments in writing. The Committee shall notify the claimant of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall must be furnished to the claimant prior to the commencement of the extension. In the event that the The Committee’s decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any When a benefit is due, the Participant, former Participant or Beneficiary should submit his claim for benefits under this Agreement to the person or office designated by the Committee to receive claims. Under normal circumstances, a final decision shall be made in writing as to Company. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to Committee notifies the claimant prior to the termination of in writing during the initial 90-day period. In no event shall such extension exceed , it may extend the period up to 180 days after the initial receipt of 90 days from the end of such initial periodclaim. The written notice must contain the circumstances necessitating the extension notice shall indicate the special circumstances requiring an extension of time and the anticipated date on which for the administrator expects to render a final decision. Company shall provide every claimant who If a claim is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by during the claimantclaims period, the following: (i) Committee must notify the claimant in writing. The denial must include the specific reasons for it, the denial; (ii) specific reference to pertinent Plan provisions upon which the denial is based; (iii) , and the claims review procedure. If no action is taken during the claims period, the claim is treated as if it were denied on the last day of the claims period. If a description of Participant's, former Participant's or Beneficiary's claim is denied and he wants a review, he must apply to the Committee in writing. That application may include any additional material comment or information necessary for argument the claimant wants to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth belowmake. The claimant may appeal either represent himself or appoint a representative, either of whom has the denial of right to inspect all documents pertaining to the claim and its denial. The Committee may schedule any meeting with the claimant or his claim representative that it finds necessary or appropriate to Company for a full and fair complete its review. A claimant (or his duly authorized representative) may The request a review by filing a written application for review with the Administrator at any time must be filed within 60 days after receipt by the claimant of written notice denial. If it is not, the denial becomes final. If a timely request is made, the Committee must make its decision, under normal circumstances, within 60 days of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is requiredHowever, written notice of if the extension (including the special circumstances requiring the extension of time) shall be furnished to Committee notifies the claimant prior to the commencement expiration of the extension. In initial review period, it may extend the event that period of review up to 120 days following the decision on review is not furnished within initial receipt of the time period set forth in this paragraph, the claim shall be deemed denied on request for a review. The decision on review shall All decisions of the Committee must be in writing and shall must include the specific reasons for their action and the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions in the relevant documents on which the their decision is based.. If a decision is not given to the claimant within the review period, the claim is treated as if it were denied on the last day of the review period. ARTICLE VI IN-SERVICE DISTRIBUTIONS

Claims Procedure. Any (a) The Committee shall prescribe a form for the presentation of claims under the terms of this Agreement. (b) Upon presentation to the Committee of the claim for benefits under this Agreement on the prescribed form, the Committee shall be made in writing to Companymake the determination of the validity thereof. If any claim for benefits under this Agreement the determination is wholly or partially deniedadverse to the claimant, notice of the decision Committee shall be furnished furnish to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, forth the following: : (i) The specific reason or reasons for the denial; ; (ii) specific reference Specific references to pertinent provisions upon of the Agreement on which the denial is based; ; (iii) a A description of any additional material materials or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an explanation Appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for review. (c) In the event of a denial of a claim, the Agreement’s claims review procedure as set forth below. The claimant or his or her duly authorized representative may appeal such denial to the denial of his claim to Company Committee for a full and fair reviewreview of the adverse determination. A claimant (or his duly authorized representative) may The claimant's request for a review by filing a written application for review with must be in writing and made to the Administrator at any time Committee within 60 days after receipt by the claimant of the written notice of notification required under paragraph (b) above; provided, however, such 60-day period shall be extended if the denial of his claimcircumstances so warrant. The claimant or his or her duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall writing which will be made given full consideration by the Administrator, who Committee in its review. (d) The Committee may, in its or his/her sole discretion, hold conduct a hearing. A request for a hearing on made by the denied claim; claimant will be given full consideration. At such hearing, the Administrator claimant shall be entitled to appear and present evidence and to be represented by counsel. (e) The Committee shall make this a decision promptly, and on a request for review not later than 60 days after Company receives receipt of the request for reviewrequest; provided, unless special circumstances require extension of time for processinghowever, in which case the event of a hearing or other special circumstances, such decision shall be rendered as soon as possible, but made not later than 120 days after receipt of the request for reviewsuch request. If such an it is necessary to extend the period of time for making a decision beyond 60 days after the receipt of the request, the claimant shall be notified in writing of the extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement beginning of such extension. (f) The Committee's decision on review shall state in writing the specific reasons and references to the provisions of the extensionAgreement upon which it is based. In Such decision shall be promptly provided to the event that claimant. If the decision on review is not furnished within in accordance with the time period set forth in this paragraphforegoing, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., 2701 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ whose telephone number is (248) 340-9090. The "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting his request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingchoice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on his claim for benefits, may, within 60 days following his receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of his claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Detroit, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect. If such the parties are unable to mutually agree upon an extension of time for review is requiredarbitrator, written notice of then the extension (including the special circumstances requiring the extension of time) arbitration proceedings shall be furnished to held before three arbitrators, one of which shall be designated by the Company, one of which shall be designated by the claimant prior to and the commencement third of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim which shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.designated

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made ProAssurance (“Administrator”), whose address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing Section 402(a)(2) or ERISA, also shall be ProAssurance. ProAssurance shall have the right to Companydesignate one or more employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. If ProAssurance shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 ten (10) days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 ten (10) days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting the request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by shall agree are pertinent to the claimant of written notice of the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant’s choice. The decision on All requests for review shall be made by promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 ten (10) days after Company receives following receipt by the Administrator of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 twenty (20) days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedrequest.

Claims Procedure. Subject to the provisions of Section 5, the Company shall determine the rights of any employee of the Company to any Severance Compensation or a Gross-up Payment hereunder. Any claim for benefits employee or former employee of the Company or a Subsidiary who believes that he has not received any benefit under this Agreement shall be made to which he believes he is entitled, may file a claim in writing to Companywith the Vice President Human Resources. If any claim for benefits under this Agreement is wholly or partially deniedThe Company shall, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed no later than 90 days after the receipt of a claim, either allow or deny the claim by Company, unless special circumstances require an extension of time for processing written notice to the claimclaimant. If such an extension of time is required, a claimant does not receive written notice of the extension shall be furnished to the claimant prior to the termination of the initial Company’s decision on his claim within such 90-day period, the claim shall be deemed to have been denied in full. In no event shall such extension exceed the period A denial of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits by the Company, wholly or partially, shall be written notice setting forth, in a manner calculated to be understood by the claimant, the following: claimant and shall include: (i) the specific reason or reasons for the denial; ; (ii) specific reference to pertinent provisions upon of this Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an explanation of the Agreement’s claims claim review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewprocedure. A claimant whose claim is denied (or his duly authorized representative) may may, within 30 days after receipt of denial of his claim, request a review of such denial by the Company by filing with the Secretary of the Company a written application request for review of his claim. If the claimant does not file a request for review with the Administrator at any time Company within 60 days after receipt by such 30-day period, the claimant of written notice shall be deemed to have acquiesced in the original decision of the denial of Company on his claim. The If a written request for review is so filed within such 30-day period, the Company shall conduct a full and fair review of such claim. During such full review, the claimant or his duly authorized representative may request, upon written application to Company, shall be given the opportunity to review documents that are pertinent documents, to his claim and to submit issues and comments in writing. The Company shall notify the claimant of its decision on review within 60 days after receipt of a request for review. Notice of the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for reviewwriting. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished to the claimant within the time period set forth in this paragraphsuch 60-day period, the claim shall be deemed to have been denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Benefits shall be payable in accordance with the Plan provisions. Should the Executive or beneficiary fail to receive benefits to which such Executive or beneficiary believes he is entitled, a claim may be filed. Any claim for benefits under this Agreement a Plan benefit hereunder shall be filed by Executive or beneficiary (claimant) of this Plan by written communication which is made in writing by the claimant or the claimant's authorized representative which is reasonably calculated to Companybring the claim to the attention of the Named Fiduciary. If any a claim for benefits under this Agreement a Plan benefit is wholly or partially denied, a written notice of the decision shall be furnished to the claimant by the Named Fiduciary or his designee within a reasonable period of time, not to exceed 90 days time after receipt of the claim by Companythe Plan, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension which notice shall indicate include the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: following information: (ia) The specific reasons reason(s) for the denial; ; (iib) specific Specific reference to the pertinent Plan provisions upon which the denial is based; ; (iiic) a A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (ivd) an An explanation of the Agreement’s claims Plan's claim review procedure as set forth belowprocedures. The In order that a claimant may appeal the a denial of his claim to Company for a full and fair review. A claim, a claimant (or his duly authorized representative: (a) may May request a review by filing a written application for review with to the Administrator at any time within 60 Named Fiduciary or his designee not later than sixty (60) days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to ; (b) May review pertinent documents, and ; and (c) May submit issues and comments in writing. The A decision on review of a denied claim shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the Plan's receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possiblewithin a reasonable period of time, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons the specific reason(s) for the decision, written in a manner calculated to be understood by decision and the claimant, and specific references reference(s) to the pertinent Plan provisions in the relevant documents on which the decision is based. Notwithstanding anything contained in this Paragraph to the contrary, any claim for a death benefit under an insurance policy under this Plan shall be filed with the Insurer by the claimant or his authorized representative on the form or forms prescribed for such purpose by the Insurer. The Insurer shall have sole authority for determining whether a death claim shall or shall not be paid, either in whole or in part, in accordance with the terms of such insurance contract which may have been purchased on the life of the Executive.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 60 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A claimant (or his duly authorized representative) may request a review by filing a written application for review with Prior to submitting the Administrator at any time within 60 days after receipt by request, the claimant of written notice of shall be entitled to review such documents as are pertinent to the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant’s choice. The decision on All requests for review shall be made by promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the claimant’s receipt of the Administrator’s written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement’s provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to any court. The Executive and the commencement Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. Any claim for benefits (a) In the event the Executive (or his beneficiary in the case of the Executive’s death) or their authorized representative (hereinafter the “Claimant”) asserts a right to a benefit under this Agreement shall be made in writing to Company. If any which has not been received, the Claimant must file a claim for benefits under this Agreement is wholly or partially denied, notice of such benefit with the Bank on forms provided by the Bank. The Bank shall render its decision shall be furnished to on the claimant claim within a reasonable period of time, not to exceed 90 days after its receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such special circumstances apply, the 90-day period may be extended by an extension of time is requiredadditional 90 days; provided, written notice of the extension shall be furnished is provided to the claimant prior to the termination of Claimant during the initial 90-day period. In no event shall period and such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate indicates the special circumstances requiring an extension of time and the date on by which the administrator Bank expects to render a decisionits decision on the claim. Company If the Bank wholly or partially denies the claim, the Bank shall provide every claimant who is denied a claim for benefits written notice setting to the Claimant within the time limitations of the immediately preceding paragraph. Such notice shall set forth, in a manner calculated to be understood by the claimant, the following: : (i) the specific reasons for the denial; denial of the claim; (ii) specific reference to pertinent provisions upon of the Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and ; (iv) an explanation a description of the Agreement’s claims review procedure procedures, and the time limitations applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as set forth below. The claimant amended (“ERISA”), if the claim denial is appealed to the Bank and the Bank fully or partially denies the claim. (b) A Claimant whose application for benefits is denied may appeal the denial of his claim to Company for request a full and fair review. A claimant (or his duly authorized representative) review of the decision denying the claim by filing, in accordance with such procedures as the Bank may request a review by filing establish, a written application for review with appeal which sets forth the Administrator at any time documents, records and other information relating to the claim within 60 days after receipt by of the claimant of written notice of the denial of his from the Bank. In connection with such appeal and upon request by the Claimant, a Claimant may review (or receive free copies of) all documents, records or other information relevant to the Claimant’s claim for benefit, all in accordance with such procedures as the Bank may establish. If a Claimant fails to file an appeal within such 60-day period, he shall have no further right to appeal. (c) A decision on the appeal by the Bank shall include a review by the Bank that takes into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial claim determination. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The Bank shall render its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and appeal not later than 60 days after Company receives the request for review, unless receipt by the Bank of the appeal. If special circumstances require extension of time for processingapply, in which case a decision shall the 60-day period may be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such extended by an extension of time for review is requiredadditional 60 days; provided, written notice of the extension (including is provided to the Claimant during the initial 60-day period and such notice indicates the special circumstances requiring the an extension of time) time and the date by which the Bank expects to render its decision on the claim on appeal. If the Bank wholly or partly denies the claim on appeal, the Bank shall be furnished provide written notice to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished Claimant within the time period limitations of the immediately preceding paragraph. Such notice shall set forth in this paragraph, forth: (i) the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated denial of the claim; (ii) specific reference to be understood by the claimant, and specific references to the pertinent provisions in of the relevant documents Agreement on which the decision denial is based; (iii) a statement of the Claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

Claims Procedure. The Company shall determine the rights of any claimant to any Severance Compensation hereunder. Any claim for benefits claimant who believes that he has not received any benefit under this Agreement shall be made to which he believes he is entitled, may file a claim in writing to Companywith the Executive Vice President, Human Resources. If any claim for benefits under this Agreement is wholly or partially deniedThe Company shall, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed no later than 90 days after the receipt of a claim, either allow or deny the claim by Company, unless special circumstances require an extension of time for processing written notice to the claimclaimant. If such an extension of time is required, a claimant does not receive written notice of the extension shall be furnished to the claimant prior to the termination of the initial Company’s decision on his claim within such 90-day period, the claim shall be deemed to have been denied in full. In no event shall such extension exceed the period A denial of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits by the Company, wholly or partially, shall be written notice setting forth, in a manner calculated to be understood by the claimant, the following: claimant and shall include: (i) the specific reason or reasons for the denial; ; (ii) specific reference to pertinent provisions upon of this Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an explanation of the Agreement’s claims claim review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewprocedure. A claimant whose claim is denied (or his duly authorized representative) may may, within 30 days after receipt of denial of his claim, request a review of such denial by the Company by filing with the Secretary of the Company a written application request for review of his claim. If the claimant does not file a request for review with the Administrator at any time Company within 60 days after receipt by such 30-day period, the claimant of written notice shall be deemed to have acquiesced in the original decision of the denial of Company on his claim. The If a written request for review is so filed within such 30-day period, the Company shall conduct a full and fair review of such claim. During such full review, the claimant or his duly authorized representative may request, upon written application to Company, shall be given the opportunity to review documents that are pertinent documents, to his claim and to submit issues and comments in writing. The Company shall notify the claimant of its decision on review within 60 days after receipt of a request for review. Notice of the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for reviewwriting. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished to the claimant within the time period set forth in this paragraphsuch 60-day period, the claim shall be deemed to have been denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any To initiate a claim for benefits under this Agreement shall be made with respect to the settlement of Restricted Stock Units deferred in writing accordance with Section 5(b), Grantee (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) (the “Claimant”) must file a written request with the Company. If any claim for benefits under this Agreement is wholly or partially deniedUpon receipt of such claim, notice the Company will advise the Claimant within ninety (90) days of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless whether the claim is denied. If special circumstances require more than ninety (90) days for processing, the Claimant will be notified in writing within ninety (90) days of filing the claims than the Company requires up to an additional ninety (90) days to reply. The notice will explain what special circumstances make an extension of time for processing necessary and indicate the claimdate a final decision is expected to be made. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who claim is denied in whole or in part, the Claimant will be provided a claim for benefits written notice setting forthopinion, in a manner language calculated to be understood by the claimantClaimant, the following: setting forth (i) the specific reasons reason(s) for the denial; denial of the claim, or any part of it, (ii) specific reference reference(s) to pertinent provisions of the Plan or this award upon which the such denial is was based; , (iii) a description of any additional material or information necessary for the claimant Claimant to perfect the claim claim, and an explanation of why such material or information is necessary; and , (iv) an explanation of the Agreement’s claims review claim appeal procedure as set forth in Section 13(c), below; and (v) a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination upon appeal. The claimant may appeal Within sixty (60) days after receiving a notice from the denial of his Company that a claim to Company for has been denied, in whole or in part, a full and fair review. A claimant Claimant (or his the Claimant’s duly authorized representative) may file with the Company a written request for a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his the claim. The claimant Claimant or his duly authorized representative may requestmay, upon written application to Companybut need not, to review the pertinent documents, documents and submit issues and comments in writing. The decision on review shall be made writing for consideration by the AdministratorCompany. If the Claimant does not request a review of the initial determination within such sixty (60) days period, who may, in its or his/her discretion, hold a hearing on the denied claim; Claimant will be barred and estopped from challenging the Administrator shall make this decision promptly, and not later than 60 determination. Within sixty (60) days after Company receives the Company’s receipt of a request for review, unless it will review the initial determination. After considering all materials presented by the Claimant, without regard to whether such materials were submitted or considered in the initial review, the Company will render a written opinion. The manner and content of the final decision will include the same information described above in Section 13(b) with respect to the initial determination. If special circumstances require extension of that the sixty (60) day time for processingperiod be extended, in which case a the Company will so notify the Claimant and will render the decision shall be rendered as soon as possible, but not no later than 120 one hundred twenty (120) days after receipt of the request for review. If such The notice will explain what special circumstances make an extension of time for review necessary and indicate the date a final decision is required, written notice of the extension (including the special circumstances requiring the extension of time) shall expected to be furnished to the claimant prior to the commencement of the extensionmade. In the event that the Any decision on review is not furnished within the time period set forth in this paragraphappeal will be final, the claim shall be deemed denied on review. The decision on review shall be in writing conclusive and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedbinding upon all parties.

Claims Procedure. Any claim for benefits (a) In the event the Executive (or his beneficiary in the case of the Executive’s death) or their authorized representative (hereinafter the “Claimant”) asserts a right to a benefit under this Agreement shall be made in writing to which has not been received, the Claimant must file a claim for such benefit with the Company on forms provided by the Company. If any The Company shall render its decision on the claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after its receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such special circumstances apply, the 90-day period may be extended by an extension of time is requiredadditional 90 days; provided, written notice of the extension shall be furnished is provided to the claimant prior to the termination of Claimant during the initial 90-day period. In no event shall period and such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate indicates the special circumstances requiring an extension of time and the date on by which the administrator Company expects to render a decisionits decision on the claim. If the Company wholly or partially denies the claim, the Company shall provide every claimant who is denied a claim for benefits written notice setting to the Claimant within the time limitations of the immediately preceding paragraph. Such notice shall set forth, in a manner calculated to be understood by the claimant, the following: : (i) the specific reasons for the denial; denial of the claim; (ii) specific reference to pertinent provisions upon of the Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and ; (iv) an explanation a description of the Agreement’s claims review procedure procedures, and the time limitations applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as set forth below. The claimant amended (“ERISA”), if the claim denial is appealed to the Company and the Company fully or partially denies the claim. (b) A Claimant whose application for benefits is denied may appeal the denial of his claim to Company for request a full and fair review. A claimant (or his duly authorized representative) review of the decision denying the claim by filing, in accordance with such procedures as the Company may request a review by filing establish, a written application for review with appeal which sets forth the Administrator at any time documents, records and other information relating to the claim within 60 days after receipt by of the claimant of written notice of the denial of his from the Company. In connection with such appeal and upon request by the Claimant, a Claimant may review (or receive free copies of) all documents, records or other information relevant to the Claimant’s claim for benefit, all in accordance with such procedures as the Company may establish. If a Claimant fails to file an appeal within such 60-day period, he shall have no further right to appeal. (c) A decision on the appeal by the Company shall include a review by the Company that takes into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial claim determination. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The Company shall render its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and appeal not later than 60 days after the receipt by the Company receives of the request for review, unless appeal. If special circumstances require extension of time for processingapply, in which case a decision shall the 60-day period may be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such extended by an extension of time for review is requiredadditional 60 days; provided, written notice of the extension (including is provided to the Claimant during the initial 60-day period and such notice indicates the special circumstances requiring the an extension of time) time and the date by which the Company expects to render its decision on the claim on appeal. If the Company wholly or partly denies the claim on appeal, the Company shall be furnished provide written notice to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished Claimant within the time period limitations of the immediately preceding paragraph. Such notice shall set forth in this paragraph, forth: (i) the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated denial of the claim; (ii) specific reference to be understood by the claimant, and specific references to the pertinent provisions in of the relevant documents Agreement on which the decision denial is based; (iii) a statement of the Claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

Claims Procedure. Any claim a. The Company will be the "named fiduciary" and "plan administrator" of the arrangement contemplated herein. The claims procedure set forth herein may be changed by Company from time to time by written notice to the Executive, provided no such change shall limit the protections herein provided to the claimant except as such limitations are imposed by applicable law, regulation, or case law. The Company may establish reasonable administrative procedures for applying the Claims Procedures. b. The Executive or any beneficiary of his may file a request for benefits under this Agreement shall be made with the Company in writing delivered to Companythe Company at its address provided in Section 13 hereof. If any a claim for benefits under this Agreement request is wholly or partially denied, notice of the decision shall be furnished Company will furnish to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial its decision within ninety (90-day period. In no event shall such extension exceed the period of 90 ) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time in writing, and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, which notice will contain the following: (i) following information: i. the specific reason or reasons for the denial; (; ii) . specific reference to pertinent provisions of this Agreement upon which the denial is based; (; iii) . a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of as to why such material or information is necessary; and (and iv) . an explanation of the Agreement’s claims applicable claim-review procedure as set forth below. The describing the steps to be taken by a claimant may appeal the denial of who wishes to submit his claim to Company for a full and fair review. . c. A claimant (or his duly authorized representative) may representative may, with respect to any denied claim: i. request a review by filing a upon written application for review with the Administrator at any time filed within 60 sixty (60) days after receipt by the claimant of written notice of the denial of his claim; ii. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and ; and iii. submit issues and comments in writing. d. Any request or submission will be in writing and will be directed to the Company. The Company will have the sole responsibility for the review of any denied claim and will take all appropriate steps in light of its findings. The Company will render a decision on upon review shall be made by the Administrator, who may, in its or his/her discretion, hold of a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 claim within sixty (60) days after Company receives the receipt of a request for review, unless . If special circumstances require extension of time for processingwarrant additional time, in which case a the decision shall will be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is required, written Written notice of the any such extension (including the special circumstances requiring the extension of time) shall will be furnished to the claimant prior to the commencement of the extension. In The decision on review will be in writing and will include specific reasons for the event that decision written in a manner to be understood by the claimant, as well as the specific references of the pertinent provisions on which the decision is based. If the decision on review is not furnished to the claimant within the time period set forth in this paragraphlimits described above, the claim shall will be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any person claiming a benefit under the Agreement (a "Claimant") shall present the claim, in writing, to the Bank, and the Bank shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant: (i) The specific reason or reasons for benefits under this denial, with specific references to the Agreement provisions on which the denial is based; (ii) A description of any additional material or information necessary for the Claimant to perfect his, her or its claim and an explanation of why such material or information is necessary; and (iii) An explanation of the Agreement's claims review procedure. The written notice denying or granting the Claimant's claim shall be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished provided to the claimant Claimant within a reasonable period of time, not to exceed 90 ninety (90) days after the Bank's receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished by the Bank to the claimant prior to the termination of Claimant within the initial ninety (90-) day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The Any extension notice shall indicate the special circumstances requiring an the extension of time and the date on which the administrator Bank expects to render a decisiondecision on the claim. Company Any claim not granted or denied within the period noted above shall provide every claimant who be deemed to have been denied. Any Claimant whose claim is denied a claim for benefits written notice setting forthdenied, in a manner calculated or deemed to be understood by denied under the claimantpreceding sentence, or such Claimant's authorized representative, may, within sixty (60) days after the following: (i) specific reasons for Claimant's receipt of notice of the denial; (ii) specific reference to pertinent provisions upon which , or after the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation date of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may deemed denial, request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may requestby notice given, upon written application to Companyin writing, to review the Bank. Upon such a request for review, the claim shall be reviewed by the Bank (or its designated representative). In connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing. The decision on review normally shall be made by within sixty (60) days of the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after Bank's receipt of the request for review. If such an extension of time for review is requiredrequired due to special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) Claimant shall be furnished to notified, in writing, by the claimant prior to Bank, and the commencement of the extension. In the event that time limit for the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewextended to one hundred twenty (120) days. The decision on review shall be in writing and shall include reasons for the decisionstate, written in a manner calculated to be understood by the claimantClaimant, the specific reasons for the decision and specific shall include references to the pertinent relevant Agreement provisions in the relevant documents on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period described above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties.

Claims Procedure. Any controversy or claim for benefits under arising out of or relating to this Agreement shall be made filed with the Fiduciary which shall make all determinations concerning such claim. Any decision by the Fiduciary denying such claim shall be in writing and shall be delivered to Companyall parties in interest in accordance with the notice provisions of Article 5.3 hereof. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Agreement shall be cited and, where appropriate, an explanation as to how the Employee can perfect the claim will be provided. This notice of denial of benefits will be provided within ninety (90) days of the Fiduciary’s receipt of the Employee’s claim for benefits. If any the Fiduciary fails to notify the Employee of his decision regarding his claim, the claim for benefits under shall be considered denied, and the Employee shall then be permitted to proceed with his appeal as provided in this Agreement is wholly Article. An Employee who has been completely or partially denied, notice of the decision denied a benefit shall be furnished entitled to appeal this denial of his claim by filing a written statement of his position with the claimant within a reasonable period of time, not to exceed 90 Fiduciary no later than sixty (60) days after receipt of the written notification of such claim denial. The Fiduciary shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Agreement provisions on which the decision is based. Following his review of any additional information submitted by Companythe Employee, unless either through the hearing process or otherwise, the Fiduciary shall render a decision on his review of the denied claim in the following manner: (a) the Fiduciary shall make his decision regarding the merits of the denied claim within sixty (60) days following his receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances require requiring extension of time for reviewing the appealed claim). He shall deliver the decision to the claimant in writing. If an extension of time for processing reviewing the claim. If such an extension appealed claim is required because of time is requiredspecial circumstances, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant Employee prior to the commencement of the extension. In the event that If the decision on review is not furnished within the time period set forth in this paragraphprescribed time, the claim shall be deemed denied on review. The ; and (b) the decision on review shall be in writing and shall include set forth specific reasons for the decision, written in a manner calculated to be understood by the claimant, and shall cite specific references to the pertinent Agreement provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim (a) The administrator for benefits under this Agreement shall be made in writing to Company. If any claim for benefits purposes of the claims procedure under this Agreement is the Chief Financial Officer of the Company. The business address and telephone number of the claims administrator is: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Buffalo, New York 14225; telephone: (▇▇▇) ▇▇▇-▇▇▇▇. (b) The Company shall have the right to change the claims administrator. The Company shall also have the right to change the address and telephone number of the claims administrator. The Company shall give the Employee written notice of any of the foregoing changes. (c) Benefits shall be paid in accordance with the provisions of this Agreement. (d) The claims administrator shall present any disputed claim for benefits to the Compensation Committee for review. The Compensation Committee in conjunction with the Board of Directors shall determine the disposition of the disputed claim. (e) If the claim is denied, either wholly or partially deniedpartially, notice of the decision shall be furnished mailed to the claimant within a reasonable period of time, not to exceed 90 days after the receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, claims administrator. (f) The claims administrator shall provide a written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every any claimant who is denied a claim for benefits written under this Agreement. The notice setting forth, in a manner calculated to be understood by shall set forth the claimant, the following: following information: (i) the specific reasons for the denial; ; (ii) the specific reference to pertinent provisions upon of the Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) appropriate information and an explanation of the Agreement’s claims review procedure as under this Agreement to permit the claimant to submit his claim for review. All of this information shall be set forth below. in the notice in a manner calculated to be understood by the claimant. (g) The claims procedure under this Agreement shall allow the claimant may a reasonable opportunity to appeal the denial of his a denied claim and to Company for get a full and fair reviewreview of that decision from the claims administrator. A The claimant (or shall exercise his duly authorized representative) may right of appeal by submitting a written request for a review by filing a of the denied claim to the claims administrator. This written application request for review with must be submitted to the Administrator at any time claims administrator within 60 sixty days after receipt by the claimant of the written notice of the denial of his claimdenial. The claimant or his duly authorized representative may request, shall have the following rights under this appeal procedure: (i) to request a review upon written application to Company, the claims administrator; (ii) to review pertinent documents, and documents with regard to this Agreement; (iii) to submit issues and comments in writing. ; (iv) to request an extension of time to make a written submission of issues and comments; and (v) to request that a hearing be held to consider claimant's appeal. (h) The claims administrator shall notify the claimant in writing of the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on of the denied claim; the Administrator shall make this decision promptly, and not later than claim within 60 days after Company receives the receipt of the request for reviewreview if no hearing was held, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than or within 120 days after the receipt of the request for review. If such , if an extension of time for review is requirednecessary in order to hold a hearing. If an extension of time is necessary in order to hold a hearing, the claims administrator shall give the claimant written notice of the extension (including of time and of the special circumstances requiring the hearing. This notice shall be given prior to any extension. The written notice of extension shall indicate that an extension of time) time will occur in order to hold a hearing on the claimant's appeal. The notice shall also specify the place, date, and time of that hearing and the claimant's opportunity to participate in the hearing. It may also include any other information the claims administrator believes may be furnished important or useful to the claimant prior in connection with the appeal. (i) The decision to hold a hearing to consider the commencement claimant's appeal of the extension. In denied claim shall be within the event that sole discretion of the claims administrator, whether or not the claimant requests such a hearing. (j) The written decision on review is not furnished within required by Paragraph (h) above shall contain the time period set forth in this paragraph, following information: (i) the claim shall be deemed denied on review. The decision on review shall be in writing and shall include decisions; (ii) the reasons for the decision, decisions; and (iii) specific references to the provisions of the Agreement on which the decisions are based. All of this information shall be written in a manner calculated to be understood by the claimant, . (k) The claims administrator shall be entitled to retain and specific references rely on the advice of experts (including without limitation attorneys and accountants retained by the Company) in taking or refraining from taking any action or making any decision pursuant to this Section 9. All fees and expenses of such experts shall be paid by the pertinent provisions in the relevant documents on which the decision is basedCompany.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is 4▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (the ‘Claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant Claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant Claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant Claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims review procedure as set forth below. The claimant ability in a manner that may appeal the denial of his be understood without legal or actuarial counsel. (c) A Claimant whose claim to Company for a full and fair review. A claimant (benefits has been wholly or his duly authorized representative) may request a review partially denied by filing a written application for review with the Administrator at any time may request, within 60 days after following the date of such denial, in a writing addressed to the Administrator, a review of such denial. The Claimant shall be entitled to submit such issues or comments in writing or otherwise, as the Claimant shall consider relevant to a determination of the claim, and the Claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the Claimant shall be entitled to review such documents as are pertinent to the claim. The Claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the Claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Claimant not later than 10 days following receipt by the claimant of written notice Administrator of the denial of his claim. The claimant or his duly authorized representative may requestClaimant’s request unless special circumstances, upon written application such as the need to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptlyhearing, and not later than 60 days after Company receives the request for review, unless special circumstances require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A Claimant who has followed the request procedure in paragraphs (b) and (c) of this Section, but who has not obtained full relief on the claim for benefits, may, within 60 days following the Claimant’s receipt of the Administrator’s written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the Claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement’s provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished final and binding on the Claimant and the Company without appeal to any court. The Executive and the claimant prior Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the commencement right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. (a) Benefits shall be payable in accordance with the plan provisions. Should the designated beneficiary fail to receive benefits to which such beneficiary believes he or she is entitled, a claim may be filed. Any claim for benefits under this Agreement a plan benefit hereunder shall be filed by the beneficiary (claimant) of this plan by written communication which is made in writing by the claimant or the claimant’s authorized representative which is reasonably calculated to Company. bring the claim to the attention of the Named Fiduciary. (b) If any a claim for benefits under this Agreement a plan benefit is wholly or partially denied, a written notice of the decision shall be furnished to the claimant by the Named Fiduciary or his designee within a reasonable period of time, not to exceed 90 days time after receipt of the claim by Companythe plan, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension which notice shall indicate include the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: following information: (i) The specific reason or reasons for the denial; ; (ii) specific Specific reference to the pertinent plan provisions upon which the denial is based; ; (iii) a A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an An explanation of the Agreementplan’s claims claim review procedure as set forth below. The procedures. (c) In order that a claimant may appeal the a denial of his claim to Company for a full and fair review. A claim, a claimant (or his duly authorized representative: (i) may May request a review by filing a written application for review with to the Administrator at any time within Named Fiduciary or his designee not later than 60 days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to ; (ii) May review pertinent documents, and ; and (iii) May submit issues and comments in writing. The . (d) A decision on review of a denied claim shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the Named Fiduciary’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possiblewithin a reasonable period of time, but not later than 120 days after receipt of the a request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons the specific reason(s) for the decision, written in a manner calculated to be understood by decision and the claimant, and specific references reference(s) to the pertinent plan provisions in the relevant documents on which the decision is based. (e) Notwithstanding anything contained in this paragraph to the contrary, any claim for a death benefit under an insurance policy under this plan shall be filed with the Insurer by the claimant or his authorized representative on the form or forms prescribed for such purpose by the Insurer. The Insurer shall have sole authority for determining whether a death claim shall or shall not be paid, either in whole or in part, in accordance with the terms of such annuity or insurance contract which may have been purchased on the life of the Employee.

Claims Procedure. (a) The Administrator shall be the Company, whose address is SEMCO Energy, Inc., 4▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇. The Company shall have the right to designate one or more employees as Administrator at any time. The Company shall give Executive written notice of any change. All notices shall be in writing, and delivered to Executive in person or sent by certified mail to Executive's last known address. (b) The Administrator shall make all determinations as to Benefits. Any denial of a claim for benefits under this Agreement shall be made stated in writing to Company. If any claim for benefits under this Agreement is wholly and delivered or partially denied, notice of the decision shall be furnished to the claimant mailed within a reasonable period of time, not to exceed 90 ten (10) business days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claimtime. If such an extension of time is required, written Written notice of the an extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event Such extension may not exceed ten (10) business days. Failure to provide any notice within ten (10) business days constitutes acceptance of the claim. Notice of denial shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific set forth reasons for the denial; (ii) specific , reference to pertinent provisions upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an explanation of the Agreement’s claims claim review procedure as set forth belowprocedures, written in a manner that may be understood without legal counsel. (c) A claimant whose claim has been wholly or partially denied may request, within ten (10) days following such denial in writing a review of such denial. The claimant may appeal the denial of his claim to Company submit comments in writing and may include a request for a full and fair reviewhearing in person before the administrator. A Prior to submitting a request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by agrees are pertinent to the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingbe represented by counsel. The Administrator's decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished with respect to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on any review shall be in writing and shall include reasons be mailed not later than ten (10) days following receipt of the request for review unless special circumstances, such as the decisionneed to hold a hearing, written require an extension of time, in which case the Administrator's decision shall be delivered in person, or mailed by certified mail, not later than twenty (20) days after receipt of such request. (d) A claimant who has followed the procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on Executive's claim may, within sixty (60) days following receipt of the decision on review, apply in writing to the Administrator for binding arbitration of Executive's claim before three arbitrators in St. Clair County, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association. The Company shall designate one arbitrator, the Executive shall choose an arbitrator and the two arbitrators jointly shall designate a manner calculated third arbitrator. The arbitrators' sole authority shall be to interpret and apply the provisions of this Agreement; they shall not change, add to, or subtract from, any of its provisions. The arbitrators shall have the power to compel attendance of witnesses at the hearing. Once a claimant commences arbitration proceedings, any right to commence litigation shall be understood by the claimantwaived, and specific references the arbitration proceedings shall continue to conclusion. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the pertinent provisions in the relevant documents on which the decision is basedarbitrators shall be final and binding without appeal to any court.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting his request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingchoice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on his claim for benefits, may, within 60 days following his receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of his claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Detroit, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect. If the parties are unable to mutually agree upon an arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of which shall be designated by the Company, one of which shall be designated by the claimant and the third of which shall be designated by the first two arbitrators in accordance with the commercial arbitration rules referenced above. The arbitrator (s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of its provisions. The arbitrator(s) shall have the power to compel attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such an extension of time for review is required, written notice arbitration. All decisions of the extension (including the special circumstances requiring the extension of timearbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to the commencement any court. Upon execution of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraphAgreement, the claim Executive shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for to have waived his right to commence litigation proceedings outside of arbitration without the decision, express written in a manner calculated to be understood by consent of the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCompany.

Claims Procedure. Any claim In accordance with Section 503 of ERISA and the regulations of the Secretary of Labor prescribed thereunder: A. All claims for benefits under this Agreement shall be made filed in writing with the Company in accordance with such procedures as the Company shall reasonably establish. B. The Company shall, within ninety (90) days of submission of a claim, provide adequate notice in writing to Company. If any claimant whose claim for benefits under this the Agreement has been denied. Such notice shall contain the specific reason or reasons for the denial and references to specific Agreement provisions on which the denial is wholly or partially denied, notice of the decision shall be furnished to based. It will also provide the claimant within with a reasonable period description of time, not any material or information which is necessary in order for the claimant to exceed 90 days after receipt perfect his claim and an explanation of the claim by Company, unless why such information is necessary. If special circumstances require an extension of time for processing the claim. If such an extension of time is required, the Company shall furnish the claimant a written notice of the such extension shall be furnished to the claimant prior to the termination expiration of the initial ninety (90-) day period. In no event shall such extension exceed the period of 90 days from the end of such initial perioddescribed above. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; extension and the expected date for a final decision, which date shall not be more than one hundred eighty (ii180) specific reference to pertinent provisions days from the initial claim. C. The Company shall, upon which the denial is based; written request by a claimant within sixty (iii60) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation days of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of notice that his claim has been denied, afford a reasonable opportunity to Company such claimant for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice Company of the denial of his decision denying the claim. The Company will afford the claimant or his duly authorized representative may request, upon written application to Company, an opportunity to review pertinent documents, documents and submit issues and comments in writing. The claimant shall have the right to be represented by counsel. D. The Company shall, within sixty (60) days of a request for a review, render a written decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless . If special circumstances require extension of extra time for processingthe Company to review its decision, in which case a the Company will attempt to make its decision shall be rendered as soon as possiblepracticable, but not later and in no event will the Company take more than 120 one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is required, to send a claimant a written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the its decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any The Executive or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement shall be made in writing to Companyby filing a written request with the Committee. If any a claim for benefits under this Agreement is wholly or partially denied, the Committee shall furnish the claimant with written notice of: (a) the specific reason or reasons for the denial; and (b) specific reference to the pertinent provisions of this Agreement on which the decision denial is based. Such notice shall be furnished to the claimant within a reasonable period of time, not to exceed 90 ninety (90) days after the receipt of the claim by Companyhis claim, unless special circumstances require an extension of time for processing the his claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant Committee shall, prior to the termination of the initial ninety (90-) day period. In no event shall such extension exceed , furnish the period of 90 days from the end of such initial period. The extension claimant with written notice shall indicate indicating the special circumstances requiring an extension of time and the date on by which the administrator Committee expects to render a its decision. Company In no event shall provide every claimant who is denied an extension exceed a claim for benefits written notice setting forth, in a manner calculated to be understood by period of ninety (90) days from the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation end of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewinitial ninety (90) day period. A claimant (or his duly authorized representative) may request the Committee to review a review by filing a written application for review with denied claim. Such request shall be in writing and must be delivered to the Administrator at any time Committee within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claim. The A claimant or his duly authorized representative may request, upon written application to Company, to may: (a) review pertinent documents, and and (b) submit issues and comments in writing. The Committee shall notify the claimant of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall must be furnished to the claimant prior to the commencement of the extension. In the event that the The Committee’s decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any (i) Benefits will be provided to each Designated Employee as specified in this Plan. If a Designated Employee believes that he has not been provided with benefits due under the Plan, then the Designated Employee (who is hereafter referred to as the “Claimant”) has the right to make a written claim for benefits under this Agreement the Plan. Written claims for severance pay benefits shall be made in writing to Companygoverned by the following procedures; any written claims for health or welfare benefits shall be governed by the claims procedures of the applicable health or welfare plan. If any such a written claim for benefits under this Agreement is made, and the Administrator wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing denies the claim. If such an extension of time is required, the Administrator shall provide the Claimant with written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice denial, setting forth, in a manner calculated to be understood by the claimant, Claimant: (A) the following: (i) specific reason or reasons for the such denial; ; (iiB) specific reference to pertinent Plan provisions upon on which the denial is based; ; (iiiC) a description of any additional material or information necessary for the claimant Claimant to perfect the claim and an explanation of why such material or information is necessary; and and (ivD) an explanation of the AgreementPlan’s claims review procedure as set forth below. and time limits applicable to those procedures, including a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal. (ii) The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the any claim denial of his claim. The claimant or his duly authorized representative may request, upon written application pursuant to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review Section 6(a)(i) shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and given not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 thirty (30) days after receipt of the request for review. If such claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for review is requiredprocessing the claim, in which event: (A) written notice of the extension shall be given by the Administrator to the Claimant prior to thirty (including 30) days after receipt of the claim; (B) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and (C) the extension notice shall indicate (1) the special circumstances requiring an extension of time and (2) the date by which the Administrator expects to render the benefit determination. (iii) The decision of the Administrator shall be final unless the Claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board of Directors of Perspecta, or its delegate, for an appeal of the denial. During that sixty (60) day period, the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the Claimant’s appeal. The Claimant may act in these matters individually, or through his or her authorized representative. (iv) After receiving the written appeal, if the Board of Directors of Perspecta, or its delegate, shall issue a written decision notifying the Claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board of Directors of Perspecta or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event: (A) written notice of the extension of time) shall be furnished to given by the claimant Board of Directors of Perspecta or its delegate prior to the commencement thirty (30) days after receipt of the extensionwritten appeal; (B) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period; and (C) the extension notice shall indicate (1) the special circumstances requiring an extension of time and (2) the date by which the Board of Directors of Perspecta or its delegate expects to render the appeal decision. In the event that the decision The period of time within which a benefit determination on review is not furnished within required to be made shall begin at the time an appeal is received by the Board of Directors of Perspecta or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period set forth in this paragraphof time for reviewing the appeal is extended as permitted above, due to a claimant’s failure to submit information necessary to decide the claim shall be deemed denied on review. The decision appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (v) In conducting the review on appeal, the Board of Directors of Perspecta or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in writing and the initial benefit determination. If the Board of Directors of Perspecta or its delegate upholds the denial, the written notice of decision from the Board of Directors of Perspecta or its delegate shall include reasons for the decisionset forth, written in a manner calculated to be understood by the claimant, and Claimant: (A) the specific references reason or reasons for the denial; (B) specific reference to the pertinent Plan provisions in the relevant documents on which the decision denial is based; (C) a statement that the Claimant is entitled to be receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and (D) a statement of the Claimant’s right to bring a civil action under ▇▇▇▇▇ 502(a). (vi) If the Plan or any of its representatives fail to follow any of the above claims procedures, the Claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan. (vii) If the Board of Directors of Perspecta or its delegate upholds the denial on review of a severance pay claim, or if a health or welfare benefit claim is denied on review under the applicable health or welfare plan and/or the administrative remedies thereunder have been exhausted, then the Claimant shall have the right to bring a civil action under ERISA Section 502(a).

Claims Procedure. Any claim a. The Company will be the "named fiduciary" and "plan administrator" of the arrangement contemplated herein. The claims procedure set forth herein may be changed by Company from time to time by written notice to the Executive, provided no such change shall limit the protections herein provided to the claimant except as such limitations are imposed by applicable law, regulation, or case law. The Company may establish reasonable administrative procedures for applying the Claims Procedures. b. The Executive or any beneficiary of his may file a request for benefits under this Agreement shall be made with the Company in writing delivered to Companythe Company at its address provided in Section 12 hereof. If any a claim for benefits under this Agreement request is wholly or partially denied, notice of the decision shall be furnished Company will furnish to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial its decision within ninety (90-day period. In no event shall such extension exceed the period of 90 ) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time in writing, and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, which notice will contain the following: (i) following information: i. the specific reason or reasons for the denial; (; ii) . specific reference to pertinent provisions of this Agreement upon which the denial is based; (; iii) . a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of as to why such material or information is necessary; and (and iv) . an explanation of the Agreement’s claims applicable claim-review procedure as set forth below. The describing the steps to be taken by a claimant may appeal the denial of who wishes to submit his claim to Company for a full and fair review. . c. A claimant (or his duly authorized representative) may representative may, with respect to any denied claim: i. request a review by filing a upon written application for review with the Administrator at any time filed within 60 sixty (60) days after receipt by the claimant of written notice of the denial of his claim; ii. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and ; and iii. submit issues and comments in writing. d. Any request or submission will be in writing and will be directed to the Company. The Company will have the sole responsibility for the review of any denied claim and will take all appropriate steps in light of its findings. The Company will render a decision on upon review shall be made by the Administrator, who may, in its or his/her discretion, hold of a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 claim within sixty (60) days after Company receives the receipt of a request for review, unless . If special circumstances require extension of time for processingwarrant additional time, in which case a the decision shall will be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is required, written Written notice of the any such extension (including the special circumstances requiring the extension of time) shall will be furnished to the claimant prior to the commencement of the extension. In The decision on review will be in writing and will include specific reasons for the event that decision written in a manner to be understood by the claimant, as well as the specific references of the pertinent provisions on which the decision is based. If the decision on review is not furnished to the claimant within the time period set forth in this paragraphlimits described above, the claim shall will be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to CompanyEmployer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by CompanyEmployer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company Employer for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with Employer or its designee (the Administrator "Reviewer") at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to CompanyEmployer, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the AdministratorReviewer, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator Reviewer shall make this decision promptly, and not later than 60 days after Company Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including an explanation of the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made ProAssurance (“Administrator”), whose address is 1▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing Section 402(a) (2) or ERISA, also shall be ProAssurance. ProAssurance shall have the right to Companydesignate one or more employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. If ProAssurance shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 ten (10) days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 ten (10) days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may appeal the denial of his claim to Company include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting the request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by shall agree are pertinent to the claimant of written notice of the denial of his claim. The claimant may, at all stages of review, be represented by counsel, legal or his duly authorized representative may requestotherwise, upon written application to Company, to review pertinent documents, and submit issues and comments in writingof the claimant’s choice. The decision on All requests for review shall be made by promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 ten (10) days after Company receives following receipt by the Administrator of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 twenty (20) days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedrequest.

Claims Procedure. (a) The Company shall make all decisions and determinations respecting the right of any person to a payment under this Agreement. (b) The following procedure shall be followed with respect to claims under this Agreement: (i) Any claim for benefits claimant who believes he or she is entitled to a benefit under this Agreement shall be made submit a claim for such benefit in writing to Company. If any the Board. (ii) Any decision by the Board denying a claim for benefits under this Agreement is wholly in whole or partially denied, notice of the decision in part shall be furnished stated in writing by the Board and delivered or the mailed to the claimant within a reasonable period of time, not to exceed 90 ninety (90) days after receipt of the claim by Company, the Board unless special circumstances require an extension of time for processing the claimprocessing, but in any event within one hundred eighty (180) days after such receipt. If such an extension of time is requiredtaken, written notice the Board shall inform the claimant of the extension shall be furnished to delay in writing before the claimant prior to the termination expiration of the initial ninety (90-) day period. In no event shall such extension exceed , including the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time reasons therefor and the date on by which the administrator Board expects to render a decision. Company shall provide every claimant who is denied Any decision denying a claim shall be in writing and set forth the specific reasons for benefits the denial with specific references to the Agreement provisions on which the denial is based, a description of any additional material or information necessary to perfect the claim and the reasons therefor, and an explanation of the Agreement’s claim review procedure, all written notice setting forth, in a manner calculated to be understood by the claimant. If the Board does not notify the claimant of denial of the claim or the need for an extension of time within the initial ninety (90) day period, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; claim shall be deemed denied. (iii) If a description of any additional material claim is denied in whole or information necessary for in part, the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant (or his duly authorized representative) representative may request a review by filing a the Board of the decision upon written application for review with to the Administrator at any time Board within 60 sixty (60) days after receipt by the claimant of written notice notification of the denial of his claimdecision. The claimant or his a duly authorized representative may request, upon written application to Company, to review pertinent documents, documents and submit issues and comments in writing. The Board shall make its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives receipt of the request for review, review unless special circumstances require an extension of time for processing, in which case a its decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is requiredtaken, written notice the Board shall inform the claimant of the extension (including delay in writing before the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement expiration of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewinitial sixty (60) day period. The decision on review shall be in writing and shall include set forth the specific reasons for the decision, shall make specific references to the pertinent Agreement provisions on which the decision is based, and shall be written in a manner calculated to be understood by the claimant. If the Board does not notify the claimant of its decision on review within the period herein provided for, the claim shall be deemed denied on review. (c) The Board may adopt such rules as it deems necessary, desirable, or appropriate to carry out its duties under this Section 7. Any action or determination or decision whatsoever taken or made by the Board under this Section 7 shall be final, conclusive, and specific references binding upon all persons concerned. (d) The procedure provided for in this Section 7 shall be the sole, exclusive and mandatory procedure for resolving any dispute under this Agreement; provided, however, that if the Executive wishes to make a valid legal challenge to the pertinent provisions Board’s determination and he has entered into an agreement with the Board to arbitrate disputes arising from his employment with the Company, such legal challenge shall be resolved pursuant to the arbitration procedures in that agreement and the relevant documents Executive’s burden of proof in any arbitration shall be the same as if the dispute were tried in a court proceeding. (e) In any arbitration or litigation to enforce rights and obligations hereunder, except as required by law or separate contract between the parties, the unsuccessful party shall pay the successful party an amount equal to all reasonable out-of-pocket expenses (including reasonable legal expenses and court costs) incurred by the successful party. (f) In the event of the death of the Executive or any beneficiary, the Board need not make any payment provided for by this Agreement until it shall have received proof satisfactory to it of such death and of the identity, existence and location of the party thereafter entitled to receive payments under this Agreement. (g) In making any payment or taking any action under this Agreement the Board shall be absolutely protected in relying upon any finding or statement of facts believed to be true, and on which any written instrument believed to have been signed by the decision is basedproper party.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., 2701 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ whose telephone number is (248) 340-9090. The "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting his request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingchoice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on his claim for benefits, may, within 60 days following his receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of his claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Detroit, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect. If the parties are unable to mutually agree upon an arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of which shall be designated by the Company, one of which shall be designated by the claimant and the third of which shall be designated (s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of its provisions. The arbitrator(s) shall have the power to compel attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such an extension of time for review is required, written notice arbitration. All decisions of the extension (including the special circumstances requiring the extension of timearbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to the commencement any court. Upon execution of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraphAgreement, the claim Executive shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for to have waived his right to commence litigation proceedings outside of arbitration without the decision, express written in a manner calculated to be understood by consent of the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCompany.

Claims Procedure. Any claim for If Executive believes that she is entitled to receive severance benefits under this Agreement shall be made Agreement, she may file a claim in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of with the decision shall be furnished to the claimant Committee within a reasonable period of time, not to exceed 90 ninety (90) days after the date such Executive believes she should have received such benefits. No later than ninety (90) days after the receipt of the claim, the Committee shall either allow or deny the claim by Companyin writing. A denial of a claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is requiredin whole or in part, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by Executive and shall include the claimant, the following: (i) specific reason or reasons for the denial; (ii) specific reference to the pertinent provisions upon of this Agreement on which the denial is based; (iii) a description of any additional material or information necessary for the claimant Executive to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims claim review procedure as set forth belowprocedure. The claimant may appeal the denial of his claim to Company for a full and fair review. A claimant Executive (or his her duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within sixty 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, her claim request a review upon written application to Company, to the Committee; review pertinent documents, ; and submit issues and comments in writing. The Committee shall notify Executive of its decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 within sixty (60) days after Company receives the receipt of a request for review, review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one-hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is required, written notice Notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing writing. The Committee’s decision on review shall be final and shall include reasons for binding on Executive and any successor in interest. If Executive subsequently wishes to file a claim under Section 502(a) of ERISA, any legal action must be filed within ninety (90) days of the Committee’s final decision, written . Executive must exhaust the claims procedure provided in this section 6 before filing a manner calculated claim under ERISA with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedany benefits provided under section 2 of this Agreement.

Claims Procedure. Any claim for benefits under this Agreement (a) All claims shall be made filed in writing to Companyby the Participant, his or her beneficiary or authorized representative of the claimant, by completing such procedures as the Administrative Committee shall require. Such procedures shall be reasonable and may include the completion of forms and the submission of documents and additional information. (b) If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision denial shall be furnished by the Administrative Committee to the claimant within a reasonable period of time, not to exceed 90 ninety (90) days after receipt of the claim by Companythe Administrative Committee, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice in which event notification of the extension shall be furnished provided to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time Participant or Beneficiary and the date on which the administrator expects to render a decision. Company extension shall not exceed ninety (90) days. (c) The Administrative Committee shall provide every claimant who is denied a claim for benefits written notice setting forthadequate notice, in a manner calculated writing, to be understood by any claimant whose claim has been denied, setting forth the claimant, the following: (i) specific reasons for the such denial; (ii) , specific reference to pertinent provisions upon which the denial is based; (iii) Plan provisions, a description of any additional material or information necessary for the claimant to perfect the his or her claim and an any explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim , all written in a manner calculated to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt be understood by the claimant. Such notice shall include appropriate information as to the steps to be taken if the claimant of written notice of the denial of wishes to submit his claimor her claim for review. The claimant or his duly the claimant’s authorized representative may request, upon written application to Company, to must request such review pertinent documents, and submit issues and comments in writingwithin the reasonable period of time prescribed by the Administrative Committee. The In no event shall such period of time be less than sixty (60) days. A decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the Bank’s receipt of the request for review, unless . If special circumstances require further extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 one hundred twenty (120) days after following the Bank’s receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be furnished to the claimant. Such decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent Plan provisions in the relevant documents on which the decision is based.

Claims Procedure. The Company shall determine the rights of any claimant to any Severance Compensation hereunder. Any claim for benefits claimant who believes that he has not received any benefit under this Agreement shall be made to which he believes he is entitled, may file a claim in writing to Companywith the Senior Vice President Human Resources. If any claim for benefits under this Agreement is wholly or partially deniedThe Company shall, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed no later than 90 days after the receipt of a claim, either allow or deny the claim by Company, unless special circumstances require an extension of time for processing written notice to the claimclaimant. If such an extension of time is required, a claimant does not receive written notice of the extension shall be furnished to the claimant prior to the termination of the initial Company’s decision on his claim within such 90-day period, the claim shall be deemed to have been denied in full. In no event shall such extension exceed the period A denial of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits by the Company, wholly or partially, shall be written notice setting forth, in a manner calculated to be understood by the claimant, the following: claimant and shall include: (i) the specific reason or reasons for the denial; ; (ii) specific reference to pertinent provisions upon of this Agreement on which the denial is based; ; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (iv) an explanation of the Agreement’s claims claim review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewprocedure. A claimant whose claim is denied (or his duly authorized representative) may may, within 30 days after receipt of denial of his claim, request a review of such denial by the Company by filing with the Secretary of the Company a written application request for review of his claim. If the claimant does not file a request for review with the Administrator at any time Company within 60 days after receipt by such 30-day period, the claimant of written notice shall be deemed to have acquiesced in the original decision of the denial of Company on his claim. The If a written request for review is so filed within such 30-day period, the Company shall conduct a full and fair review of such claim. During such full review, the claimant or his duly authorized representative may request, upon written application to Company, shall be given the opportunity to review documents that are pertinent documents, to his claim and to submit issues and comments in writing. The Company shall notify the claimant of its decision on review within 60 days after receipt of a request for review. Notice of the decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for reviewwriting. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished to the claimant within the time period set forth in this paragraphsuch 60-day period, the claim shall be deemed to have been denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The “Named Fiduciary” as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive (“the Claimant”) shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant Claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant Claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant Claimant to perfect the claim and claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Administrator’s claims review procedure as set forth below. The claimant ability in a manner that may appeal be understood without legal or actuarial counsel. (c) If the Administrator wholly or partially denies the Claimant’s claim for benefits, within 60 days following the date of such denial of his claim the Claimant, in a writing addressed to Company for a full and fair review. A claimant (or his duly authorized representative) the Administrator, may request a review of such denial. The Claimant shall be entitled to submit such issues or comments in writing or otherwise, as the Claimant shall consider relevant to a determination of the claim, and the Claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the Claimant shall be entitled to review such documents as are pertinent to the claim. The Claimant may, at all stages of review, be represented by filing a written application counsel, legal or otherwise, of the Claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator at any time within 60 Claimant not later than 10 days after following receipt by the claimant of written notice Administrator of the denial of his claim. The claimant or his duly authorized representative may requestClaimant’s request unless special circumstances, upon written application such as the need to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptlyhearing, and not later than 60 days after Company receives the request for review, unless special circumstances require an extension of time for processing, in which case a the Administrator’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) If the request Claimant has followed the procedure in paragraphs (b) and (c) of this Section, but has not obtained full relief on the claim for benefits, may, within 60 days following the Claimant’s receipt of the Administrator’s written decision on review, apply in writing to the Administrator for binding arbitration of the claim before an arbitrator mutually acceptable to both parties, with the arbitration to be held in Plymouth, Michigan, in accordance with the arbitration rules of the American Arbitration Association, Commercial Disputes Resolution Procedures, as then in effect. If such the parties are unable to mutually agree upon an extension arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of time for review is requiredwhich shall be designated by the Company, written notice one of which shall be designated by the Claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of the extension (including Agreement’s provisions. The arbitrator(s) shall have the special circumstances requiring power to compel attendance of witnesses at the extension hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of timethe arbitrator(s) shall be furnished final and binding on the Claimant and the Company without appeal to any court. The Executive and the claimant prior Company hereby acknowledge that as arbitration is the exclusive remedy with respect to any grievance hereunder, neither party has the commencement right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, and the decision of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied on review. The decision on review shall be a complete defense to any suit, action or proceeding instituted in writing and shall include reasons for the decisionany federal, written in a manner calculated state or local court or before any administrative agency with respect to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on any dispute which the decision is basedarbitrable as herein set forth.

Claims Procedure. Any (a) Executive, or other person claiming through Executive, must file a written claim for benefits with the Board as a prerequisite to the payment of benefits under this Agreement Agreement. The Board shall be made in writing make all determinations as to Companythe right of any person to receive benefits under subsections (a) and (b) of this Section 10. If any Any denial by the Board of a claim for benefits under this Agreement is wholly by Executive, his heirs or partially denied, notice of personal representative (“the decision claimant”) shall be furnished stated in writing by the Board and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreementbest of the Board’s claims ability in a manner that may be understood without legal or actuarial counsel. (b) A claimant whose claim for benefits has been wholly or partially denied by the Board may request, within 10 days following the date of such denial, in a writing addressed to the Board, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Board. A claimant (or Prior to submitting his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by request, the claimant of written notice of shall be entitled to review such documents as the denial of Board shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may requestchoice, upon written application to Company, to review pertinent documents, provided that such fees and submit issues and comments in writingexpenses shall be borne by the Corporation. The decision on All requests for review shall be made by promptly resolved. The Board’s decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Board of the claimant’s request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Board’s decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (c) A claimant who has followed the request procedure in subsections (a) and (b) of this section, but who has not obtained full relief on his claim for review. If benefits, may submit such claim for expedited and binding arbitration of his claim before an extension of time for review is requiredarbitrator in Hennepin County, written notice Minnesota, in accordance with the commercial arbitration rules of the extension American Arbitration Association, as then in effect, or pursuant to such other form of alternative dispute resolution as the parties may agree (including collectively, the special circumstances requiring “arbitration”). The Corporation shall advance the extension filing fees, arbitrator fees and other costs required to conduct the arbitration, as well as Executive’s attorney fees (which fees and costs shall not be recoverable by the Corporation). The Corporation shall reimburse all of time) Executive’s remaining reasonable fees and expenses. The arbitrator’s sole authority shall be furnished to interpret and apply the provisions of this Agreement; the arbitrator shall not change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to compel attendance of witnesses at the hearing. Any court having competent jurisdiction may enter a judgment based upon such arbitration. The arbitrator shall be appointed by mutual agreement of the Corporation and the claimant pursuant to the applicable commercial arbitration rules. The arbitrator shall be a professional person with a national reputation for expertise in employee benefit matters and who is unrelated to the claimant prior to the commencement and any employees of the extensionCorporation. In All decisions of the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim arbitrator shall be deemed denied final and binding on review. The decision on review shall be in writing the claimant and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCorporation.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and whose telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting his request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingchoice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on his claim for benefits, may, within 60 days following his receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of his claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Detroit, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect. If the parties are unable to mutually agree upon an arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of which shall be designated by the Company, one of which shall be designated by the claimant and the third of which shall be designated by the first two arbitrators in accordance with the commercial arbitration rules referenced above. The arbitrator (s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of its provisions. The arbitrator(s) shall have the power to compel attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such an extension of time for review is required, written notice arbitration. All decisions of the extension (including the special circumstances requiring the extension of timearbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to the commencement any court. Upon execution of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraphAgreement, the claim Executive shall be deemed denied on reviewto have waived his right to commence litigation proceedings outside of arbitration without the express written consent of the Company. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.Exhibit 10.40

Claims Procedure. Any claim for In the event that any Participant or Beneficiary claims to be entitled to benefits under this Agreement the Plan and the Administrative Committee determines that such claim should be denied in whole or in part, the Administrative Committee shall, in writing, notify such claimant within 90 days of receipt of such claim that his claim has been denied, setting forth the specific reasons for such denial. Such notification shall be made written in writing a manner reasonably expected to Companybe understood by such Participant or Beneficiary and shall set forth the pertinent sections of the Plan relied on, and where appropriate, an explanation of how the claimant can obtain review of such denial. If any claim for benefits under this Agreement is wholly Within 60 days after the mailing or partially denieddelivery by the Administrative Committee of such notice, such claimant may request, by mailing or delivery of written notice to the Administrative Committee, a review and/or hearing by the Administrative Committee of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing denying the claim. If the claimant fails to request such an extension of time is requireda review and/or hearing within such 60 day period, written notice of the extension it shall be furnished to conclusively determined for all purposes of this Plan that the denial of such claim by the Administrative Committee is correct. If such claimant prior to the termination of the initial 90-requests a hearing within such 60 day period. In no event , the Administrative Committee shall such extension exceed the period of 90 designate a time (which time shall not be less than 7 nor more than 60 days from the end date of such initial period. The extension claimant’s notice to the Administrative Committee) and a place for such hearing, and shall indicate the special circumstances requiring an extension promptly notify such claimant of such time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim to Company for a full and fair reviewplace. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application shall be entitled to Company, inspect all pertinent Plan documents and to review pertinent documents, and submit issues and comments in writing. The decision on If only a review is requested, the claimant shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than have 60 days after Company receives the filing a request for reviewreview to submit additional written material in support of the claim. After such review and/or hearing, unless special circumstances require extension the Administrative Committee shall promptly determine whether such denial of time for processing, the claim was correct and shall notify such claimant in which case a decision shall be rendered as soon as possible, but not later than 120 writing of its determination with 60 days after such review and/or hearing or after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedany additional information submitted.

Claims Procedure. 11.1 Benefits shall be payable in accordance with the Agreement provisions. Should the Executive or beneficiary fail to receive benefits to which such Executive or beneficiary believes he or she is entitled, a claim may be filed. Any claim for benefits under this Agreement a Program benefit hereunder shall be filed by the Executive or beneficiary (claimant) of this Program by written communication, which is made in writing by the claimant or the claimant's authorized representative, which is reasonably calculated to Companybring the claim to the attention of the Named Fiduciary. If any a claim for benefits under this Agreement a Program benefit is wholly or partially denied, a written notice of the decision shall be furnished to the claimant by the Named Fiduciary or his designee within a reasonable period of time, not to exceed 90 days time after receipt of the claim by Companythe Program, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension which notice shall indicate include the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: following information: (iA) The specific reason or reasons for the denial; ; (iiB) specific Specific reference to the pertinent Agreement provisions upon which the denial is based; ; (iiiC) a A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and and (ivD) an An explanation of the Agreement’s claims Program's claim review procedure as set forth belowprocedures. The In order that a claimant may appeal the a denial of his claim to Company for a full and fair review. A claim, a claimant (or his duly authorized representative: (A) may May request a review by filing a written application for review with to the Administrator at any time within Named Fiduciary or his designee not later than 60 days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to ; (B) May review pertinent documents, and ; and (C) May submit issues and comments in writing. The A decision on of review of a denied claim shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 days after Company receives the Program's receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possiblewithin a reasonable period of time, but not later than 120 days after receipt of the a request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons the specific reason(s) for the decision, written in a manner calculated to be understood by decision and the claimant, and specific references reference(s) to the pertinent Agreement provisions in the relevant documents on which the decision is based. Notwithstanding anything contained in this Section to the contrary, any claim for a death benefit under an insurance policy under this Program shall be filed with the Insurer by the claimant or the claimant's authorized representative on the form or forms prescribed for such purpose by the Insurer. The Insurer shall have sole authority for determining whether a death claim shall or shall not be paid, either in whole or in part, in accordance with the terms of such insurance contract which may have been purchased on the life of the Executive.

Claims Procedure. Any claim for If any person believes he is being denied any rights or benefits under this Agreement shall be made the Plan, such person or his duly authorized representative (the “Claimant”) may file a claim in writing to Companywith the Administrator. If any such claim for benefits under this Agreement is wholly or partially denied, notice the Administrator will notify the Claimant of its decision in writing. Such notification (the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: “Initial Notification”) will contain (i) specific reasons for the denial; , (ii) specific reference to pertinent Plan provisions upon on which the denial is decision was based; , (iii) a description of any additional material or information necessary for the claimant Claimant to perfect the such claim and an explanation of why such material or information is necessary; and , (iv) an explanation a description of the AgreementPlan’s claims review procedure as set forth belowprocedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action under ERISA Section 502(a) following an adverse decision on review, and (v) in the case of a denial of a claim regarding Disability (a “Disability Claim”), a statement that the Administrator will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol or other similar criterion that was relied upon in making the decision. The claimant may appeal Initial Notification will be given within 90 days (45 days in the denial case of his a Disability Claim) after the claim to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The decision on review shall be made is received by the Administrator. However, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 may extend the period for providing such notification by up to 90 additional days after Company receives in the request for review, unless case of a non-Disability Claim if special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review processing the claim and if written notice of such extension and circumstances, and the date by which the Administrator expects to render a decision, is requiredgiven to the Claimant within the initial 90 day period. In the case of a Disability Claim, written the Administrator may extend the period for providing the Initial Notification by up to 30 additional days if the Administrator determines that it needs additional time to process such claim due to matters beyond the control of the Administrator. In such event, the Administrator will provide the Claimant with a notice of the extension (including before the special end of the initial 45-day period. If the Administrator determines that a decision cannot be made within the first extension period due to matters beyond the control of the Administrator, the time period for making a decision may be further extended by an additional 30 days. If such an additional extension is necessary, the Administrator shall notify the Claimant before the expiration of the initial 30-day extension. Any such notice of extension shall indicate the circumstances requiring necessitating the extension of time) shall , the date by which the Administrator expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, any unresolved issues that prevent a decision on the Disability Claim and any additional information needed to resolve those issues. A Claimant will be furnished provided a minimum of 45 days to submit any such additional information to the claimant prior to the commencement of the extensionAdministrator. In the event that a 30-day extension is necessary due to the decision on review is not furnished within Claimant’s failure to submit information necessary to decide the time period set forth in this paragraphDisability Claim, the claim period for furnishing a notice of decision shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for tolled from the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents date on which the decision extension notice is basedprovided to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline.

Claims Procedure. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., 2701 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ whose telephone number is (248) 340-9090. The "Named Fiduciary" as defined in writing to Section 402(a)(2) of ERISA, also shall be the Company. If The Company shall have the right to designate one or more Company employees as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. The Company shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same. (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits under this Agreement is wholly or partially denied, notice of by the decision Executive ("the claimant") shall be furnished stated in writing by the Administrator and delivered or mailed to the claimant within a reasonable period of time, not to exceed 90 10 days after receipt of the claim by Companyclaim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9010-day period. In no event shall such extension exceed the a period of 90 10 days from the end of such the initial period. The extension Any notice of denial shall indicate set forth the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) , specific reference to pertinent provisions of this Agreement upon which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and his claim, with an explanation of why such material or information is necessary; , and (iv) an any explanation of claim review procedures, written to the Agreement’s claims best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel. (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within 10 days following the date of such denial, in a writing addressed to the Administrator, a review procedure as set forth belowof such denial. The claimant may appeal the denial shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim to Company claim, and he may include a request for a full and fair reviewhearing in person before the Administrator. A Prior to submitting his request, the claimant (or his duly authorized representative) may request a shall be entitled to review by filing a written application for review with such documents as the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writingchoice. The decision on All requests for review shall be made by promptly resolved. The Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and claimant not later than 60 10 days after Company receives following receipt by the Administrator of the claimant's request for review, unless special circumstances circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a the Administrator's decision shall be rendered as soon as possible, but so mailed not later than 120 20 days after receipt of such request. (d) A claimant who has followed the request procedure in paragraphs (b) and (c) of this section, but who has not obtained full relief on his claim for benefits, may, within 60 days following his receipt of the Administrator's written decision on review, apply in writing to the Administrator for binding arbitration of his claim before an arbitrator mutually acceptable to both parties, the arbitration to be held in Detroit, Michigan, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect. If the parties are unable to mutually agree upon an arbitrator, then the arbitration proceedings shall be held before three arbitrators, one of which shall be designated by the Company, one of which shall be designated by the claimant and the third of which shall be designated mutually by the first two arbitrators in accordance with the commercial arbitration rules referenced above. The arbitrator(s) sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator(s) shall not change, add to, or subtract from, any of its provisions. The arbitrator(s) shall have the power to compel attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such an extension of time for review is required, written notice arbitration. All decisions of the extension (including the special circumstances requiring the extension of timearbitrator(s) shall be furnished to final and binding on the claimant prior and the Company without appeal to the commencement any court. Upon execution of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraphAgreement, the claim Executive shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for to have waived his right to commence litigation proceedings outside of arbitration without the decision, express written in a manner calculated to be understood by consent of the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is basedCompany.

Claims Procedure. Any Employee or Beneficiary may make a claim for specific benefits under this Agreement shall be made in writing to by filing a written request with the Company. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 60 days after receipt of the claim by the Company, unless special circumstances require an extension of time for processing the claim, in which case a decision shall be rendered as soon as possible, but in no event later than 120 days after receipt of the claim. If such an extension of time is required, written Written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9060-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice , and shall indicate the special circumstances requiring an the extension of time and the date on by which the administrator Company expects to render a its decision. Company The notice of the decision shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by contain the claimant, the following: (i) specific reason or reasons for the denial; (ii) denial of the claim, specific reference references to pertinent provisions upon of this Agreement on which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, an explanation of why such additional material or information is necessary; necessary and (iv) an explanation of the Agreement’s claims review procedure as set forth belowin this Agreement. The If notice of the denial is not furnished in accordance with the above procedure, the claim shall be deemed denied and the claimant shall be permitted to proceed with the review procedure. A claimant or his duly authorized representative may appeal the denial of his a claim by making a written application to the Company for requesting a full and fair review. A The claimant (or his duly authorized representative) may representative may, in connection with the appeal, review pertinent documents and submit issues and comments to the Company in writing. The request for a review by filing of a written application for review with denied claim must be made to the Administrator at any time Company within 60 days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The A decision on review by the Company shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not no later than 60 days after Company receives the its receipt of a request for a review, unless special circumstances require an extension of time for processingprocessing the request, in which case a decision shall be rendered as soon as possible, but not in no event later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, decision and specific references to the pertinent Agreement provisions in the relevant documents on which the decision is based. If the decision on review is not furnished within the appropriate time, the claim shall be deemed denied on review. All interpretations, determinations, and decisions by the Company in respect of any matter hereunder will be final, conclusive, and binding upon the Company, Employee, Beneficiaries, and all other persons claiming any interest in this Agreement.

Claims Procedure. Benefits shall be payable in accordance with the Plan provisions. Should the Executive or beneficiary fail to receive benefits to which such Executive or beneficiary believes he is entitled, a claim may be filed. Any claim for benefits under this Agreement a Plan benefit hereunder shall be filed by Executive or beneficiary (claimant) of this Plan by written communication which is made in writing by the claimant or the claimant's authorized representative which is reasonably calculated to Companybring the claim to the attention of the Named Fiduciary. If any a claim for benefits under this Agreement a Plan benefit is wholly or partially denied, a written notice of the decision shall be furnished to the claimant by the Named Fiduciary or his designee within a reasonable period of time, not to exceed 90 days time after receipt of the claim by Companythe Plan, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension which notice shall indicate include the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: following information: (ia) The specific reasons reason(s) for the denial; ; (iib) specific Specific reference to the pertinent Plan provisions upon which the denial is based; ; (iiic) a A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and , and (ivd) an An explanation of the Agreement’s claims Plan's claim review procedure as set forth belowprocedures. The In order that a claimant may appeal the a denial of his claim to Company for a full and fair review. A claim, a claimant (or his duly authorized representative: (a) may May request a review by filing a written application for review with to the Administrator at any time within 60 Named Fiduciary or his designee not later than sixty (60) days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to ; (b) May review pertinent documents, and ; and (c) May submit issues and comments in writing. The A decision on review of a denied claim shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not later than 60 sixty (60) days after Company receives the Plan's receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possiblewithin a reasonable period of time, but not later than 120 one hundred twenty (120) days after receipt of the a request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons the specific reason(s) for the decision, written in a manner calculated to be understood by decision and the claimant, and specific references reference(s) to the pertinent Plan provisions in the relevant documents on which the decision is based. Notwithstanding anything contained in this Paragraph to the contrary, any claim for a death benefit under an insurance policy under this Plan shall be filed with the Insurer by the claimant or his authorized representative on the form or forms prescribed for such purpose by the Insurer. The Insurer shall have sole authority for determining whether a death claim shall or shall not be paid, either in whole or in part, in accordance with the terms of such insurance contract which may have been purchased on the life of the Executive.