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 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. 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. 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 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 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is 555 Xxxxxxxxx Xxxxxx, X.O. Xxx 0000, Xxx Xxxxx, Xxxxxxxx 00000, xxd whose telephone number is (734) 000-0000. Xxe "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 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 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 claim (a) The administrator for benefits under purposes of this Agreement shall be made PROASSURANCE (“Administrator”), whose address is 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 Telephone: (000) 000 0000. 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 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. 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 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 nuxxxx xx (000) 000-0000. Xxx "Xxxxx Xxxxxxxxx" as defined in writing to Section 402(a)(2) xx XXXXX, xxxo 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 (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 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 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 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. 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 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 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. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, and whose telephone number is (000) 000-0000. 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 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 (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 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 xxx 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 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. 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. 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) 877-0000. Xxx "Xxxxx Xxxxxxxxx" xx xxxxxxx xx Xxxxion 402(a)(2) xx XXXXX, xxxo 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 claim (a) The administrator for benefits under purposes of this Agreement shall be made ProAssurance (“Administrator”), whose address is 100 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000; Telephone: (000) 000-0000. 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. Any claim (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, and whose telephone number is (000) 000-0000. 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 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, and whose telephone number is (000) 000-0000. 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 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 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. 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. 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 ProAssurance (“Administrator”), whose address is 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000; Telephone: (000) 000-0000. 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 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. 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 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 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 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 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: 0000 Xxxxxx Xxxxxx, Buffalo, New York 14225; telephone: (000) 000-0000. (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 Champion Enterprises, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and whose telephone number is (000) 000-0000. 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is 40000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, and whose telephone number is (000) 000-0000. 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 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., 2701 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 xxx 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. (a) The Administrator shall be the Company, whose address is SEMCO Energy, Inc., 400 Xxxxx Xx., Xxxx Xxxxx, Xxxxxxxx. 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 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 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. (a) The Company shall make all decisions and determinations respecting the right of any person to a payment under this Agreement, subject to the requirements of Code Section 409A, to the extent applicable. (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 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, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; . (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. (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., 2000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and whose telephone number is (000) 000-0000. 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 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 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 90 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company (“Administrator”), whose address is 40000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, and whose telephone number is (000) 000-0000. 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 A. Executive or beneficiary ("Claimant"), or duly authorized representative, must file a claim for benefits under this Agreement shall be made in writing with C. Xxxxx Xxxxxx ("Plan Administrator"). Employer reserves the right to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice of change the decision shall be furnished Plan Administrator from time to the claimant within a reasonable period of time, not to exceed 90 days after receipt and will notify Executive of any such change. B. If the claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is requireddenied in whole or in part, written notice of the extension shall decision will be furnished to the claimant prior to the termination Claimant within a reasonable time after receipt of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial periodclaim. 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, will be prepared in a manner calculated to be understood by Claimant and will (1) state the claimant, the following: (i) specific reason or reasons for the denial; ; (ii2) specific reference refer specifically to the pertinent provisions upon of this Agreement on which the denial is based; (iii3) a description of describe any additional material or information necessary for the claimant Claimant to perfect the a claim and an explanation of as to why such material or information is necessary; and (iv4) an explanation of provide appropriate information as to the Agreement’s claims review procedure as set forth below. The claimant may appeal steps to be taken by Claimant if Claimant wishes to submit the denial of his claim for review. C. A denied claim is appealable to Company Xxxxxxx X. Xxxxxx ("Named Fiduciary") for a full and fair review. A claimant (Employer reserves the right to change the Named Fiduciary from time to time. Claimant, or his Claimant's duly authorized representative, must request review in writing no later than sixty (60) 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 the claim. The claimant Claimant, or his Claimant's duly authorized representative representative, may request, upon written application to Company, to review pertinent documents, documents and submit issues and comments in writing. The decision on review shall be made by the Administrator, who Named Fiduciary may, in its or his/her at his discretion, hold a hearing on the denied claim; the Administrator shall hearing. Named Fiduciary will make this a written 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 promptly following receipt of the request for review. If such an extension of time for review is requiredAbsent special circumstances, written notice this decision will be made no later than sixty (60) days following receipt 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 request for review. The decision on review shall be in writing and shall will include specific reasons for the decision, decision and will be written in a manner calculated to be understood by the claimant, and Claimant. The decision will also include specific references to the pertinent provisions in the relevant documents of this Agreement on which the decision is based.

Claims Procedure. Any person claiming a benefit under the Agreement (a "Claimant") shall present the claim for benefits under this Agreement shall be made in writing to Companythe Board and the Board shall respond thereto in writing in accordance with this Section 16. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant Claimant within a reasonable period of time, not to exceed 90 60 days after receipt of the claim by Companythe Board, SPLIT-DOLLAR LIFE INSURANCE AGREEMENT Page 4 SCHULTE INVESTMENT TRUST unless special circumstances require an extension xxxxxxxon 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 in no event later than 120 days after receipt of the claim. Written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period, and shall indicate the circumstances requiring the extension and the date by which the Board expects to render its decision. The notice of the decision shall contain the specific reason or reasons for the denial of the claim, specific references to pertinent provisions of the Agreement on which the denial is based, a description of any additional material or information necessary for the Claimant to perfect the claim, an explanation of why such additional material or information is necessary and an explanation of the Agreement's claims review procedure. 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 a claim by making a written application to the Board requesting a review. The Claimant or his duly authorized representative may, in connection with the appeal, review pertinent documents and submit issues and comments to the Board in writing. The request for a review of a denied claim must be made to the Board within 60 days after receipt by the Claimant of written notification of denial of a claim. A decision by the Board shall be made no later than 60 days after its receipt of a request for a review, unless special circumstances require an extension of time for processing the request, in which case a decision shall be rendered as soon as possible, but 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 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 provisions in of the relevant documents Agreement 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 Board in respect of any matter hereunder will be final, conclusive, and binding upon the Board, the Trustee, the Employee, beneficiaries, and all other persons claiming any interest under the Agreement.

Claims Procedure. Any (1) If for any reason a claim for benefits (other than death benefits) under this Agreement Plan is denied by the Employer, the Claims Manager shall deliver to the Claimant a written explanation setting forth the specific reasons for the adverse benefit determination; specific references to the Plan section on which the adverse benefit determination is based; 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 a description of the Plan’s review procedure including a statement of the Claimant’s rights to bring a civil action under Section 502 of ERISA following an adverse determination on review, all written in a manner calculated to be understood by the Claimant. For this purpose: (A) The Claimant’s claim shall be made deemed filed when presented orally or in writing to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice the Claims Manager. (B) The Claims Manager’s explanation shall be in writing delivered to the Claimant within 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 date the claim by Company, is filed unless the Claims Manager determines that special circumstances require an extension of time for processing the (he claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant Claimant prior to the termination of the initial 90-90 day period. In no event shall such extension exceed the a 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 by which the Claims Manager expects to render the benefit determination. If the period of time is extended because the Claimant has failed to provide necessary information to decide the claim, the period for making the benefit determination shall be tolled from the date on which the administrator expects notification of the extension is sent to render a decision. Company shall provide every claimant who is denied a claim for benefits written notice setting forththe Claimant, in a manner calculated to be understood by until the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon date on which the Claimant provides the information. Failure to provide notice of decision in the time specified is the same as 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 the Claimant is necessary; and (iv) an explanation entitled to require a review of the Agreement’s claims denial under the review procedure as set forth below. procedures. (2) The claimant may appeal Claimant (or his or her duly authorized representative) shall have 60 days following the receipt of the denial of his the claim to Company file with the Claims Manager a written request for review of the denial. For such review, Claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. 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 review of the claim 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 the initial benefit determination. (3) In the case of a request for review of an adverse benefit determination, the Claims Manager is designated as the appropriately Named Fiduciary 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 On review, the Administrator at any time within 60 days after receipt by Claims Manager shall notify 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 Claimant not later than 60 days after Company receives the Employer’s receipt of the request for review, unless the Claims Manager determines that special circumstances require an extension of time for processingprocessing the claim, 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 requiredrequired because of special circumstances, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant Claimant prior to the commencement termination of the extensioninitial 60 day period. In no event shall any such extension exceed a period of 60 days from the event end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. If the period of time is extended because the Claimant has failed to provide necessary information to decide the claim, the period for making the benefit determination 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 provides the information. The decision on review shall be in writing and in the case of an adverse benefit determination shall include: (i) the specific reason or reasons for the decision; (ii) references to the specific Plan provisions on which the benefit determination is based; (hi) a statement that the Claimant is entitled 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 an action under Section 502(a) of ERISA, all written in a manner calculated to be understood by the Claimant. If the decision on review is not furnished within the time period set forth in this paragraphsuch time, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons For a death benefit claim: A claim for a death benefit must follow the decision, written in a manner calculated to be understood procedures established by the claimantInsurer which may include time deadlines. If a participant’s beneficiary makes a written request to the Claims Manager, the Claims Manager will either provide copies of forms or instructions required by Insurer to make a claim or tell the participant’s beneficiary how to obtain them. Insurer will notify the beneficiary if the claim is denied and will explain the procedures it has for reviewing any claims which it denies. The time and manner of such review, and specific references the time for a final decision shall correspond to the pertinent provisions time and manner of review for claims denied by the Claims Manager. The beneficiary must act in the relevant documents on which the decision is basedmaking any claim for a death benefit.

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., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and whose telephone number is (000) 000-0000. 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 claim The Company shall notify Xxxxxxxx in writing within ninety (90) days of the Participant's written application for benefits of his eligibility or noneligibility for benefits under this Agreement shall be made in writing to CompanyAgreement. If any claim the Company determines that Xxxxxxxx is not eligible for benefits under this Agreement is wholly or partially deniedfull benefits, 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 set forth (a) 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; , (iib) a specific reference to pertinent provisions upon the provision of this Agreement on which the denial is based; , (iiic) a description of any additional information or material or information necessary for the claimant Xxxxxxxx to perfect the claim his claim, and an explanation a description of why such material or information it is necessary; needed, and (ivd) an explanation of the this Agreement’s 's claims review procedure and other appropriate information as set forth below. The claimant may appeal to the denial of steps to be taken if Xxxxxxxx wishes to have his claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify Xxxxxxxx of the special circumstances and the date by which a decision is expected to be made, and may extend the time for a full and fair reviewup to an additional 90-day period. A claimant (If Xxxxxxxx is determined by the Company to be not eligible for benefits, or if Xxxxxxxx believes that he is entitled to greater or different benefits, he shall have the opportunity to have his duly authorized representative) may request a review claim reviewed by the Company by filing a written application petition for review with the Administrator at any time Company within 60 sixty (60) days after receipt by him of the notice issued by the Company. Said petition shall state the specific reasons Xxxxxxxx believes he is entitled to benefits or greater or different benefits. Within sixty (60) days after receipt by the claimant Company of written notice of said petition, the denial of Company shall afford Xxxxxxxx (and his claim. The claimant counsel, if any) an opportunity to present his position to the Company orally or in writing, and Xxxxxxxx (or his duly authorized representative may request, upon written application to Company, counsel) shall have the right to review the pertinent documents, and submit issues and comments in writing. The the Company shall notify Xxxxxxxx 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 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 within said sixty (60) day period, stating specifically the decision, basis of said decision written in a manner calculated to be understood by Xxxxxxxx and the claimant, and specific references to provisions of the pertinent provisions in the relevant documents Plan on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to Xxxxxxxx.

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 his claim to Company for and a full and fair claim shall be deemed denied if the Corporation does not take any action within the aforesaid 90-day period. In requesting a review. A claimant (, the Executive or his duly authorized representative) beneficiary 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company ("Administrator"), whose address is Champion Enterprises, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and whose telephone number is (000) 000-0000. 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 (a) The administrator for benefits under purposes of this Agreement shall be made the Company whose address is c/o the Secretary, CMS Energy Corporation and whose telephone number is 517-000-0000. Xxe "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 Executive 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 Executive 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 Executive 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 date of such denial, in 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 5 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 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 sixty (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 Jackson, 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 regarding this Agreement 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 benefits under this Agreement shall be made in writing to Company1. If any claim for benefits under this Agreement the Plan is wholly or partially denied, notice of the decision claimant shall be furnished to the claimant given notice in writing within a reasonable period of time, time after receipt of the claim by the Plan (not to exceed 90 days after receipt of the claim by Companyclaim, unless or if special circumstances require an extension of time for processing the claim. If such an extension of time is requiredtime, 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 and an additional 90 days from the end will be considered reasonable) by registered or certified mail 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 denial, written notice setting forth, in a manner calculated to be understood by the claimant, setting forth the following: following information: (ia) the specific 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 to perfect the claim and an explanation of why such material or information is necessary; and and (ivd) an explanation of the Agreement’s claims Plan's claim review procedure as set forth belowprocedure. 2. 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 also shall be advised that he or his duly authorized representative may requestrequest a review by the Plan Administrator of the decision denying the claim by filing with the Plan Administrator, upon within 60 days after such notice has been received by the claimant, a written application to Companyrequest for such review, to and that he may review pertinent documents, and submit issues and comments in writingwriting within the same 60-day period. The decision on If such request is so filed, such review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Plan Administrator shall make this decision promptly, and not later than within 60 days after Company receives the request for reviewreceipt of such request, unless special circumstances require an extension of time for processing, in which case the claimant shall be so notified and a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. 3. If such an extension of time for review is required, The claimant shall be given 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 paragraphresulting from such review, the claim shall be deemed denied on review. The decision on review shall be in writing and which notice shall include specific reasons for 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 decision is based.

Claims Procedure. Any claim for benefits (a) If the Executive or his designated beneficiary believes that such individual is being denied a benefit to which such individual is entitled under this Agreement shall (hereinafter referred to as a "Claimant"), the Claimant may file a written request for such benefit with the Company, setting forth his claim. The request must be made in writing addressed to Company. If any claim for benefits under this Agreement is wholly or partially denied, notice the Chairman of the decision shall be furnished to Board of Directors of the claimant within a reasonable period Company at its then principal place of time, not to exceed 90 days after business. (b) Upon receipt of a claim, the claim by CompanyCompany shall advise the Claimant that a reply will be forthcoming within ninety days and shall, unless special circumstances require an extension of time for processing the claim. If in fact, deliver 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 reply within such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate Company may, however, extend the special circumstances requiring reply period for an extension of time and additional ninety days for reasonable cause. If the date on which claim is denied in whole or in part, the administrator expects to render a decision. Company shall provide every claimant who is denied adopt a claim for benefits written notice opinion setting forth, in a manner calculated to be understood by the claimant, the following: : (i) The specific reason or reasons for the such denial; ; (ii) The specific reference to pertinent provisions upon of the Agreement on which the such denial is based; ; (iii) a A description of any additional material or information necessary for the claimant Claimant to perfect the his claim and an explanation of why such material or such information is necessary; and ; (iv) an explanation of Appropriate information as to the Agreement’s claims review procedure as set forth below. steps to be taken if the Claimant wishes to submit the claim for review; and (v) The claimant may appeal the denial of his claim to Company time limits for a full and fair review. A claimant (or his duly authorized representative) may request requesting a review by filing a written application under Section 6(c) and for review with the Administrator at any time within 60 under Section 6(d) hereof. (c) Within sixty days after the receipt by the claimant of written notice Claimant of the denial written opinion described above, the Claimant may request in writing that the Company review its determination. Such request must be addressed to the Chairman of his claimthe Board of Directors of the Company, at its then principal place of business. 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 writingwriting for consideration by the Company. The decision on If the Claimant does not request a review of the Company's determination within such sixty day period, he shall be made by barred and estopped from challenging 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 Company's determination. (d) Within sixty days after Company receives the Company's receipt of a request for review, unless it will review its determination. After considering all materials presented by the Claimant, the Company will render a written opinion setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Agreement on which the decision is based. If special circumstances require extension of that the sixty 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 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 benefits (a) The Trustee will pay amounts due under this Agreement shall be made in writing to Companywhen and as they become due. If a Participant or his/her Beneficiary believes that all or any part of a payment is due and unpaid, he/she may make claim for benefits the same, but only according to the procedures set out in this Section. In the event of a Participant's death, his/her successor-in-interest may make a claim under this Section with respect to any unpaid amounts believed to be owed to the Participant under this Agreement during the Participant's life. (b) The person entitled to make a claim or that person's designated representative ("Claimant") will make a claim by stating the same, in writing, and filing it with the chief financial officer of Company. The claim will be accompanied by such documentation, information and explanation as is wholly or partially denied, necessary to establish the Claimant's position. (c) The chief financial officer will make a decision with respect to any claim that is sufficiently stated and cause notice of the that decision shall to be furnished transmitted to the claimant Claimant and the Trustee within 90 days after having received the claim. If the claim does not contain sufficient information upon which to base a reasonable period decision, the Claimant will be notified of time, not to exceed 90 the required information within 45 days after the claim is received and the Claimant will have 180 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 insufficiency to cure the extension shall same. In the case of an originally insufficient claim, the chief financial officer will make a decision that will be furnished transmitted to the claimant prior to Claimant and Trustee not later than 45 days after 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 followingearlier of: (i) the chief financial officer's receipt of the required information; or (ii) the end of the 180-day period for supplying the required information. (d) In the case of an adverse claim determination, notice of the same will: (i) be given in writing; (ii) give the specific reasons for denial; (iii) reference the specific portion(s) of this Agreement upon which denial is based; (iv) if applicable, describe why additional material is necessary to complete the claim and explain why that material is necessary; and (v) describe the appeal or review procedure set out below and the time limits relating thereto. (e) If the Claimant or the Claimant's principal is the chief financial officer, the president of the Company will act in lieu of the chief financial officer in executing the preceding paragraphs of this section. (f) An adverse claim determination made prior to a Change in Control may be appealed to the Compensation Committee of the Board of Directors of Company. An adverse claim determination made subsequent to a Change in Control may be appealed to the Trustee. The Compensation Committee of the Board of Directors of the Company, or the Trustee, as the case may be, is referred to in this Section 16 as the "Appeals Reviewer". An appeal must be initiated by a written request filed by the Claimant with the Appeals Reviewer within 60 days of the Claimant's receipt of the adverse determination notice described above. (g) The appeal will be decided by the Appeals Reviewer. The review on appeal will not afford any deference to the initial adverse determination and will take into account all information submitted by the Claimant, regardless of whether or not such information was introduced in connection with the initial adverse determination. (h) As a part of the appeal procedure, the Claimant will have the opportunity to: (i) submit written comments, documents and other records that the Claimant may deem relevant; (ii) examine and copy (at the Claimant's expense) such records of Company as are deemed relevant to the claim by the Claimant, provided, however, that any such records that reveal personal data concerning other Participants will be appropriately edited; and (iii) appear, at the discretion of the Appeals Reviewer, before the Appeals Reviewer to argue the appeal. (i) The Appeals Reviewer will render a decision on appeal not later than 60 days after receipt of the Claimant's request for review. The Claimant will be provided with notice of the decision on appeal which, if adverse, will be in writing that contains: (i) the specific reasons for the denialdetermination; (ii) specific reference references to pertinent the provisions of this Agreement upon which the denial is decision was based; (iii) a description statement that the Claimant can receive access to and copies of any additional material all documents or information necessary for records relevant to the claimant to perfect the claim and an explanation of why such material or information is necessarydecision; and (iv) an explanation a statement of the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial Claimant's rights (if any) to file suit under Section 502(a) 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 writingERISA. The decision on review shall appeal will be final and binding upon the Claimant and the Company and will exhaust the Claimant's administrative remedies under this Agreement. (j) In making any determination required to be made by the AdministratorAppeals Reviewer under this section, who maythe Appeals Reviewer may consult with and make inquiries of such persons, including the Participant or other Claimant, the Company, legal counsel, actuaries or other persons, as the Appeals Reviewer in arriving at 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 determination shall be rendered as soon as possiblereimbursed by the Company and, but to the extent not later than 120 days after receipt paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Appeals Reviewer notwithstanding any claim by or on behalf of the request for review. If Company (absent a manifest abuse of discretion by the Appeals Reviewer), that such an extension of time for review payments should be made. (k) It is required, written notice the intent of the extension Company that this claims procedure comply with the rules and regulations interpreting Section 503 of ERISA (including whether or not applicable) and this Section 16 of this Agreement will be deemed amended, without formal action, to comply with any changes in such rules or regulations. (l) In keeping with their respective roles in the special circumstances requiring claims and appeal procedures set out herein, the extension chief financial officer of time) shall be furnished to Company (or the claimant prior to the commencement president 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 Company in the relevant documents on which appropriate circumstances) and the decision is basedAppeals Reviewer have full discretion in interpreting this Agreement with respect to eligibility for an amount of benefits hereunder.

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 such 30-day period, the claimant shall be deemed to have acquiesced in the original decision of the Company on his claim. 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 shall be given the opportunity to review documents that are pertinent to his claim and to submit issues and 2015 Form A&R CIC Agrt -13- comments in writing. The Company shall notify the claimant of its decision on review within 60 days after receipt by the claimant of written notice a request for review. 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 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.