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

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

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

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

Claims Procedure. Any claim for In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to Companythe Corporation within sixty (60) days after written notice from the Corporation to the Executive or his beneficiary or personal representative that payments are not being made or are not to be made under this Agreement. Such claim shall be reviewed by the Corporation. If any the claim for benefits under this Agreement is wholly approved, or partially denied, in full or in part, the Corporation shall provide a written notice of approval or denial within sixty (60) days from the decision shall be furnished to the claimant within a reasonable period date of time, not to exceed 90 days after receipt of the claim by Companysetting forth the specific reason for denial, 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 the provision 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 and an explanation of why claim, if any. Also, such material or information is necessary; and (iv) an explanation of written notice shall indicate the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim steps to Company for a full and fair review. A claimant (or his duly authorized representative) may request be taken if 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 reviewis desired. If such an extension of time for review a claim is required, written notice of the extension denied (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 review. The decision on if the Corporation does not take action within the aforesaid sixty (60) day period) and a review is desired, the Executive (or beneficiary in the case of the Executive’s death), shall be notify the Corporation in writing within twenty (20) days. In requesting a review, the Executive or his beneficiary may review this Agreement or any document relating to it and submit any written issues and comments he or she may feel appropriate. In its sole discretion the Corporation shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall 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 provision of this Agreement on which the decision is based. Any decision of the Corporation shall not be binding on the Executive, his personal representative, or any beneficiary without consent, nor shall it preclude further action by the Executive, his personal representative or beneficiary.

Claims Procedure. Any claim for In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a 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 to the claimant Plan Administrator 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 ninety (90-day period. In no event shall such extension exceed the period of 90 ) days from the end of such initial perioddate payments are not made. The extension notice Such claim shall indicate be reviewed by the special circumstances requiring an extension of time Plan Administrator and the date on which Bank. If the administrator expects to render a decision. Company claim is denied, in full or in part, the Plan Administrator shall provide every claimant who is denied a claim for benefits written notice within ninety (90) days setting forth, in a manner calculated to be understood by forth the claimant, 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 and an explanation of why claim, if any. Also, such material or information is necessary; and (iv) an explanation 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 and a review procedure as set forth below. The claimant may appeal is desired, 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 beneficiary in the Administrator at any time within 60 days after receipt by the claimant of written notice case of the denial of his claim. The claimant or his duly authorized representative may requestExecutive’s death), upon written application to Company, to review pertinent documents, shall notify the Plan Administrator in writing within ninety (90) days [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 Plan Administrator does not take any action within the aforesaid ninety (90) day period]. In requesting a review, the Executive or his beneficiary may review this Agreement or any documents relating to it and submit any written issues and comments he or she may feel appropriate. The In its sole discretion the Plan Administrator shall then review the claim and provide a written decision on review within ninety (90) days. This decision likewise shall be in writing and shall include reasons for state the decision, written in a manner calculated to be understood by specific provisions of the claimant, and specific references to the pertinent provisions in the relevant documents Agreement on which the decision is based. If claimants continue to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to a Board of Arbitration for final arbitration. Said Board shall consist of one member selected by the claimant, one member selected by the Bank, and the third member selected by the first two members. The Board shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Board with respect to any controversy properly submitted to it for determination. Where a dispute arises as to the Bank’s discharge of the Executive “for cause,” such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

Claims Procedure. Any claim for In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them under the terms of this Agreement, a claim shall be made in writing to Company. If any claim for benefits the Bank within sixty (60) days after written notice from the Bank to the Executive or his beneficiary or personal representative that payments are not being made or are not to be made under this Agreement, or, within sixty (60) days after the date such benefit should have been paid under this Agreement according to such claimant. Such claim shall be reviewed by the Bank. If the claim is wholly approved or partially denied, notice of in full or in part, the decision Bank 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 approval or denial within sixty (60) days setting 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 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 and an explanation of why claim, if any. Also, such material or information is necessary; and (iv) an explanation of written notice shall indicate the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim steps to Company for a full and fair review. A claimant (or his duly authorized representative) may request be taken if 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 reviewis desired. If such an extension of time for review a claim is required, written notice of the extension denied (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 review. The decision on if the Bank does not take action within the aforesaid sixty (60) day period) and a review is desired, the Executive (or beneficiary or personal representative in the case of the Executive’s death) shall be notify the Bank in writing within twenty (20) business days from the earlier of the date of the denial or the end of such sixty (60) day period. In requesting a review, the Executive or his beneficiary or personal representative may review this Agreement or any document relating to it and submit any written issues and comments he or she may feel appropriate. In its sole discretion the Bank shall then review the claim and provide a written decision within sixty (60) days after receiving the request for review of the denial. This decision likewise shall 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 Bank shall not be binding on the Executive, his personal representative, or any beneficiary without consent, nor shall it preclude further action by the Executive, his personal representative or beneficiary.

Claims Procedure. Any claim for The Bank shall, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and shall have authority to control and manage the operation and administration of this Agreement. In the event a dispute arises over benefits under this Agreement shall and benefits are not paid to the Director and Director feels he is 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 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 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 Agreement 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 Agreement upon which the decision is based.

Claims Procedure. Any A Participant or any designated beneficiary who disputes the Administrator's determination of the benefits due to him or her under the Plan may file a claim for benefits under this Agreement shall with the Administrator. A claim must be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially deniedwriting, in a form which gives the Administrator reasonable notice of the decision shall be furnished claim, sets forth the basis of the claim, and authorizes the Administrator to take all steps reasonably necessary to determine the claimant within a reasonable period of time, not to exceed 90 days after receipt validity of the claim by Companyand to facilitate the payment of any benefits to which the claimant is entitled. The Administrator will, unless special circumstances require an extension of time for processing the claimif reasonably possible, decide whether to grant or deny a claim within ninety (90) days after it is filed. If such an extension of time a longer period is requiredneeded, written notice the Administrator will, no later than the last day of the extension shall be furnished to ninety (90) day period, notify 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 decisionreasons why it is needed. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to A decision must then be understood by the claimant, the following: rendered within ninety (i90) 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 days after 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 was notified of the extension. In If the event that the decision on review is Administrator does not furnished act within the time period set forth in specified by this paragraphparagraph C, the claim shall is automatically denied, and the claimant may appeal in accordance with this paragraph C. If the Administrator determines that a claim should be deemed denied on reviewdenied, it will give the claimant written notice of denial. The decision on review shall This notice must be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and state specific references to reasons for denying the pertinent claim, citing the provisions in of the relevant documents Plan on which the decision denial is based, explain the procedure for reviewing the Administrator's decision, and if the claim is denied because the Administrator lacks adequate information to reach a decision, state what information is needed to make a decision possible and why it is needed. If a claim is denied, the claimant may appeal to the Board. The claimant's appeal must be submitted in writing to the Board no later than sixty (60) days after the earlier of the date on which he receives notice of denial or the expiration of the period within which the Board is required to render a decision. The claimant or his representative may submit any documents or written arguments that he desires in support of his claim, and the Board may, but is not required to, hold a hearing on the claim. The Board will, if reasonably possible, decide the claimant's appeal within sixty (60) days after it is filed. If a longer period is needed, the Board will, no later than the last day of the sixty (60) day period, notify the claimant of the extension of time and the reasons why it is needed. A decision must then be rendered within sixty (60) days after the claimant was notified of the extension. If the Board does not act within the time specified by this paragraph C, the appeal is automatically denied. If the Board determines that an appeal should be denied, it must give the claimant written notice of the denial in the same manner as required on initial denial of the claim by the Board.

Claims Procedure. Any If an Executive or the Executive's beneficiary fails to receive benefits to which such Executive or beneficiary feels entitled under this Plan, such Executive or beneficiary 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 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 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 Plan Agreement or any documents relating to it and submit any written issues and comments he or she 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 Plan Agreement on which the decision, decision is based and be 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 Each Employee, Participant, or Beneficiary shall submit his claim for benefits under this Agreement shall be made to the Committee in writing in such a form as is permitted by the Committee. A Participant or Beneficiary shall have no right to Company. If seek review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to his filing a claim for benefits and exhausting his rights to review under this Agreement is wholly or partially deniedArticle. When a claim for benefits has been filed properly, notice such claim for benefits shall be evaluated and the claimant shall be notified of the decision shall be furnished to approval or the claimant denial within a reasonable period of time, not to exceed 90 ninety (90) days after the receipt of the such claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety (90-) day period. In no event period which shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate specify the special circumstances requiring an extension of time and the date by which a final decision will be reached (which date shall not be later than one hundred eighty (180) days after the date on which the administrator expects claim was filed). A claimant shall be given a written notice on which the claimant shall be advised as to render whether the claim is granted or denied, in whole or in part. If a decision. Company shall provide every claimant who claim is denied a claim for benefits in whole or in part, the claimant shall be given written notice setting forth, in a manner calculated to be understood by which shall contain (a) the claimant, the following: (i) specific reasons for the denial; , (iib) specific reference references 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 claim, and an explanation of why such material or information is necessary; , and (ivd) an explanation the claimant's rights to seek review of the Agreement’s claims denial. If a claim is denied in whole or in part, the claimant shall have the right to request that the Committee review procedure as set forth below. The the denial, provided that 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 files a written application request for review with the Administrator at any time Committee within 60 sixty (60) days after receipt by the date on which the claimant of received written notice notification of the denial denial. Within sixty (60) days after a request for review is received, the review shall be made and the claimant shall be advised in writing of his claim. The the decision on review, unless special circumstances require an extension of time for processing the review, in which case the claimant or his duly authorized representative may request, upon shall be given a written application to Company, to notification within such initial sixty (60) day period specifying the reasons for the extension and when such review pertinent documents, and submit issues and comments in writingshall be completed (provided that such review shall be completed within one hundred twenty (120) days after the date on which the request for review was filed). 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 forwarded to the claimant prior to the commencement of the extension. In the event that in writing and shall include specific reasons for the decision on review and references to Plan provisions upon which the decision is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on reviewbased. The A decision on review shall be final and binding on all persons for all purposes. If a claimant shall fail to file a request for review in writing accordance with the procedures herein outlined, such claimant shall have no rights to review and shall include reasons have no right to bring action in any court and the denial of the claim shall become final and binding on all persons 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 purposes.

Claims Procedure. Any claim for If benefits under this Agreement shall are not paid to the Executive's beneficiary 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 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 payment is refused. The administrator shall review the written claim and if the claim is denied, in whole or in part, shall provide in writing within 90 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 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 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 if the administrator fails to take any action within the aforesaid ninety (90) day period. If the claimants desire a second review. The decision on review , they shall be notify the named fiduciary in writing within sixty (60) days of receiving notice of the first claim denial. Claimants may review the Agreement or any documents relating thereto and submit any written issues and comments they may feel appropriate. In its sole discretion, the named fiduciary 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 Agreement upon which the decision is based. If the claimants continue to dispute the benefit denial based upon completed performance of the Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to a Board of Arbitration for final arbitration. Said Board shall consist of one member selected by the claimant, one member selected by the Company and the third member selected by the first two members. The Board shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Board with respect to any controversy properly submitted to it for determination. Where a dispute arises as to the Company's discharge of Executive "for cause", such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

Claims Procedure. Any Employee or Beneficiary may make a claim for specific benefits under this Agreement shall be made in writing to by filing a written request with the Company. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 60 days after receipt of the claim by the Company, unless special circumstances require an extension of time for processing the claim, in which case a decision shall be rendered as soon as possible, but in no event later than 120 days after receipt of the claim. If such an extension of time is required, written Written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9060-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice , and shall indicate the special circumstances requiring an the extension of time and the date on by which the administrator Company expects to render a its decision. Company The notice of the decision shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by contain the claimant, the following: (i) specific reason or reasons for the denial; (ii) denial of the claim, specific reference references to pertinent provisions upon of this Agreement on which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, an explanation of why such additional material or information is necessary; necessary and (iv) an explanation of the Agreement’s claims review procedure as set forth belowin this Agreement. The If notice of the denial is not furnished in accordance with the above procedure, the claim shall be deemed denied and the claimant shall be permitted to proceed with the review procedure. A claimant or his duly authorized representative may appeal the denial of his a claim by making a written application to the Company for requesting a full and fair review. A The claimant (or his duly authorized representative) may representative may, in connection with the appeal, review pertinent documents and submit issues and comments to the Company in writing. The request for a review by filing of a written application for review with denied claim must be made to the Administrator at any time Company within 60 days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The A decision on review by the Company shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not no later than 60 days after Company receives the its receipt of a request for a review, unless special circumstances require an extension of time for processingprocessing the request, in which case SUPPLEMENTAL BENEFIT AGREEMENT - JOHNIE SCHULTE Page 6 a decision shall be rendered as soon bx xxxxxxxx xx xoon as possible, but not in no event later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, decision and specific references to the pertinent Agreement provisions in the relevant documents on which the decision is based. If the decision on review is not furnished within the appropriate time, the claim shall be deemed denied on review. All interpretations, determinations, and decisions by the Company in respect of any matter hereunder will be final, conclusive, and binding upon the Company, Employee, Beneficiaries, and all other persons claiming any interest in this Agreement.

Claims Procedure. 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 Participant or Beneficiary who disputes the Committee’s determination of the benefits due to him or her under the Plan may file a claim for benefits under this Agreement shall with the Committee. A claim must be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially deniedwriting, in a form which gives the Committee reasonable notice of the decision shall be furnished claim, and authorizes the Committee to take all steps necessary to determine the claimant within a reasonable period of time, not to exceed 90 days after receipt validity of the claim by Companyand to facilitate the payment of any benefits to which the claimant is entitled. The Committee will, unless special circumstances require an extension of time for processing the claimif reasonably possible, decide whether to grant or to deny a claim within ninety (90) days after it is filed. If such an extension of time a longer period is requiredneeded, written notice the Committee will, no later than the last day of the extension shall be furnished to ninety (90) day period, notify 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 decisionreasons why it is needed. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to A decision must then be understood by the claimant, the following: rendered within ninety (i90) 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 days after 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 was notified of the extension. In If the event that the decision on review is Committee does not furnished act within the time period set forth in specified by this paragraphSection 15.12, the claim shall is automatically denied, and the claimant may appeal in accordance with this Section 15.12. If the Committee determines that a claim should be deemed denied on reviewdenied, it will give the claimant written notice of denial. The decision on review shall This notice must be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and state specific references to reasons for denying the pertinent claim, citing the provisions in of the relevant documents Plan on which the decision denial is based, explain the procedure for reviewing the Committee’s decision, and if the claim is denied because the Committee lacks adequate information to reach a decision, state what information is needed to make a decision possible and why it is needed. If a claim is denied, the claimant may appeal to the Company. His or her appeal must be submitted in writing to the Company no later than sixty (60) days after the earlier of the date on which he or she receives notice of denial or the expiration of the period within which the Company is required to make a decision. The claimant or his or her representative may submit any documents or written arguments that he or she desires in support of his or her claim, and the Company may, but is not required to, hold a hearing on the claim. The Company will, if reasonably possible, decided the claimant’s appeal within sixty (60) days after it is filed. If a longer period is needed, the Company will, no later than the last day of the sixty (60) period, notify the claimant of the extension of time and the reasons why it is needed. A decision must then be rendered within sixty (60) days after the claimant was notified of the extension. If the Company does not act within the time specified by this Section 15.12, the appeal is automatically denied. If the Company determines that an appeal should be denied, it must give the claimant written notice of the denial in the same manner as required on initial denial of the claim by the Company.

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. 7.

Claims Procedure. Any controversy or claim for benefits under arising out of or relating to this Agreement shall be made filed in writing to Companywith the Fiduciary, which shall make all determinations concerning such claim. If any Any decision by the Fiduciary concerning such claim for benefits under this Agreement is wholly or partially denied, notice shall be in writing and shall be delivered 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 initial filing of the claim by Companyto all parties in interest in accordance with the notice provisions of Article 6.3, above, unless special circumstances require an extension of time for processing the claim. If such an extension of time the decision is required, written notice of to deny 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 claimantclaim, the following: decision shall set forth (ia) specific the reasons for the denial; denial in plain language, (iib) specific reference to pertinent Agreement provisions upon on which the denial decision is based; , (iiic) a description of any additional further material or information that would be necessary for the claimant to perfect the claim on appeal and an explanation of the reasons why such material or information is necessary; , and (ivd) an explanation the steps to be taken to obtain a review of the Agreement’s claims review procedure as set forth belowdenial. The claimant may appeal If such written denial does not resolve the denial of his claim to Company for a full and fair review. A the claimant's satisfaction, the claimant (or his duly authorized representative) may request shall have the right to obtain a review of the decision by filing making a written application for review with to the Administrator at any time Fiduciary within 60 days after of receipt by of the decision to deny the claim, setting forth any issues or comments and itemizing any documents pertinent to the review that the claimant of written notice of the denial of his claimdesires to examine. 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 Fiduciary shall render a decision on the request for review shall be made by within a reasonably prompt period of time not exceeding sixty (60) days from 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 date of receipt of the request for review, unless special circumstances require required an extension of time for processingtime, in which case a the decision shall be rendered as soon as possible, possible but not in no event later than 120 days after from the date of 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 be furnished given to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and as well as specific references to the pertinent Plan provisions in the relevant documents on which the decision is based. In the event a decision on review is not timely furnished, the claim shall be deemed denied on review.

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

Claims Procedure. 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 17. 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, 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 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 the relevant documents on which the decision is based.pertinent

Claims Procedure. Any A Participant or any designated beneficiary who disputes the Administrator's determination of the benefits due to him or her under the Plan may file a claim for benefits under this Agreement shall with the Administrator. A claim must be made in writing to Company. If any claim for benefits under this Agreement is wholly or partially deniedwriting, in a form which gives the Administrator reasonable notice of the decision shall be furnished claim, sets forth the basis of the claim, and authorizes the Administrator to take all steps reasonably necessary to determine the claimant within a reasonable period of time, not to exceed 90 days after receipt validity of the claim by Companyand to facilitate the payment of any benefits to which the claimant is entitled. The Administrator will, unless special circumstances require an extension of time for processing the claimif reasonably possible, decide whether to grant or deny a claim within ninety (90) days after it is filed. If such an extension of time a longer period is requiredneeded, written notice the Administrator will, no later than the last day of the extension shall be furnished to ninety (90) day period, notify 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 decisionreasons why it is needed. Company shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to A decision must then be understood by the claimant, the following: rendered within ninety (i90) 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 days after 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 was notified of the extension. In If the event that the decision on review is Administrator does not furnished act within the time period set forth in specified by this paragraphparagraph C, the claim shall is automatically denied, and the claimant may appeal in accordance with this paragraph C. If the Administrator determines that a claim should be deemed denied on reviewdenied, it will give the claimant written notice of denial. The decision on review shall This notice must be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and state specific references to reasons for denying the pertinent claim, citing the provisions in of the relevant documents Plan on which the decision denial is based., explain the procedure for reviewing the Administrator's decision, and if the claim is denied because the Administrator lacks adequate information to reach a decision, state what information is needed to make a decision possible and why it is needed. If a claim is denied, the claimant may appeal to the Board. The claimant's appeal must be submitted in writing to the Board no later than sixty (60) days after the earlier of the date on which he receives notice of denial or the expiration of the period within which the Board is required to render a decision. The claimant or his representative may submit any documents or written arguments that he desires in support of his claim, and the Board may, but is not required to, hold a hearing on the claim. The Board will, if reasonably possible, decide the claimant's appeal within sixty (60) days after it is filed. If a longer period is needed, the Board will, no later than the last day of the sixty (60) day period, notify the claimant of the extension of time and the reasons why it is needed. A decision must then be rendered within sixty (60) days after the claimant was notified of the extension. If the Board does not act within the time specified by this paragraph C, the appeal is automatically denied. If the Board determines that an appeal should be denied, it must give the claimant written notice of the denial in the same manner as required on initial denial of the claim by the Board. SECTION VIII:

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] in the case of Executive’s death) 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 Executive Plan 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 Employer 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 Claims for benefits under this Agreement the Plan shall be made in writing to Companythe Committee. If any In the event a claim for 149 benefits under this Agreement is wholly or partially denieddenied by the Committee, notice of the decision shall be furnished to the claimant Committee shall, within a reasonable period of time, not to exceed 90 but no later than ninety (90) days after receipt of the claim by Companyclaim, unless special circumstances require an extension notify the claimant in writing of time for processing the denial of the claim. If such an extension the claimant shall not be notified in writing of time the denial of the claim within ninety (90) days after it is requiredreceived by the Committee, written the claim shall be deemed denied. A notice of the extension denial 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, and shall contain (a) the following: (i) specific reason or reasons for denial of the denial; claim, (iib) a specific reference to the pertinent Plan provisions upon which the denial is based; , (iiic) a description of any additional material or information necessary for the claimant to perfect the claim and claim, together with an explanation of why such material or information is necessary; , and (ivd) an explanation of the Agreement’s claims Plan's review procedure as set forth belowprocedure. The claimant may appeal Within sixty (60) days of 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 the written notice of denial of the claim, or within sixty (60) days after the claim is deemed denied as set forth above, if ap- plicable, the claimant may file a written request with the Committee that it conduct a full and fair review of the denial of the claimant's claim for benefits, including the conducting of a hearing, if deemed necessary by the Committee. In connection with the claimant's appeal of the denial of his claim. The benefit, 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 writing. The Committee shall render a decision on review shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision claim appeal promptly, and but not later than 60 sixty (60) days after Company receives the receipt of the claimant's request for review, unless special circumstances (such as the need to hold a hearing, if necessary), require an extension of time for processing, in which case a decision the sixty (60) day period may be extended to one hundred and twenty (120) days. The Committee 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 notify the claimant prior to the commencement in writing of the any such 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 upon review shall be in writing and shall (a) include specific reasons for the decision, (b) be written in a manner calculated to be understood by the claimant, claimant and (c) contain specific references to the pertinent Plan provisions in the relevant documents on upon which the decision is based.

Claims Procedure. Any claim for This Section 4.04 includes the claims procedures that are applicable to benefits payable under this Agreement Plan. These claims procedures shall not be administered in a way that unduly inhibits or hampers the initiation or processing of Claims for Benefits. Payment of a fee or cost as a condition to making a Claim For Benefits or to appealing an Adverse Benefit Determination is not permitted. The Plan Administrator (or its designee) shall prepare and provide forms and methods, including providing notice of electronic and other resources for making a Claim, for Participants and Beneficiaries to use to make a Claim For Benefits under the Plan. Such forms and methods shall be made provided to Participants and Beneficiaries as soon as possible following the date the individual is entitled to a benefit under the Plan or upon request. The Claimant shall file a Claim For Benefits with the Whitney Bank Human Resources Department. Upon receipt of a Claim For Benefits, the Plan Administrator or its designee shall determine the right of the Claimant to the requested benefit in writing to Companyaccordance with the terms of the Plan. If any claim for a Claim For Benefits is approved by the Plan Administrator, the benefits shall be distributed to the Participant or Beneficiary under this Agreement the provisions of the Plan. If a Claim For Benefits is wholly or partially denied, notice the Plan Administrator shall notify the Claimant of the decision shall be furnished to the claimant Plan’s Adverse Benefit Determination within a reasonable period of time, but not to exceed later than 90 days after receipt of the claim Claim For Benefits by Companythe Plan, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claimClaim For Benefits. If such the Plan Administrator determines that 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 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 on by which the administrator Plan Administrator expects to render the benefit determination. The time period within which a decisionbenefit determination is required to be made shall begin at the time a Claim For Benefits is filed with the Plan, without regard to whether all the information necessary to make a benefit determination accompanies the filing. Company The notification of an Adverse Benefit Determination shall provide every claimant who is denied a claim for benefits written notice setting forth, set forth the following information 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.Claimant:

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

Claims Procedure. Any Employee or Beneficiary may make a claim for specific benefits under this Agreement shall be made in writing to by filing a written request with the Company. If any a claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 60 days after receipt of the claim by the Company, unless special circumstances require an extension of time for processing the claim, in which case a decision shall be rendered as soon as possible, but in no event later than 120 days after receipt of the claim. If such an extension of time is required, written Written notice of the extension shall be furnished to the claimant prior to the termination of the initial 9060-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice , and shall indicate the special circumstances requiring an the extension of time and the date on by which the administrator Company expects to render a its decision. Company The notice of the decision shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by contain the claimant, the following: (i) specific reason or reasons for the denial; (ii) denial of the claim, specific reference references to pertinent provisions upon of this Agreement on which the denial is based; (iii) , a description of any additional material or information necessary for the claimant to perfect the claim and claim, an explanation of why such additional material or information is necessary; necessary and (iv) an explanation of the Agreement’s claims review procedure as set forth belowin this Agreement. The If notice of the denial is not furnished in accordance with the above procedure, the claim shall be deemed denied and the claimant shall be permitted to proceed with the review procedure. A claimant or his duly authorized representative may appeal the denial of his a claim by making a written application to the Company for requesting a full and fair review. A The claimant (or his duly authorized representative) may representative may, in connection with the appeal, review pertinent documents and submit issues and comments to the Company in writing. The request for a review by filing of a written application for review with denied claim must be made to the Administrator at any time Company within 60 days after receipt by the claimant of written notice notification of the denial of his a claim. The claimant or his duly authorized representative may request, upon written application to Company, to review pertinent documents, and submit issues and comments in writing. The A decision on review by the Company shall be made by the Administrator, who may, in its or his/her discretion, hold a hearing on the denied claim; the Administrator shall make this decision promptly, and not no later than 60 days after Company receives the its receipt of a request for a review, SUPPLEMENTAL BENEFIT AGREEMENT - A.R. GINN, JR. Page 6 unless special circumstances circumstaxxxx require an extension of time for processingprocessing the request, in which case a decision shall be rendered as soon as possible, but not in no event later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, decision and specific references to the pertinent Agreement provisions in the relevant documents on which the decision is based. If the decision on review is not furnished within the appropriate time, the claim shall be deemed denied on review. All interpretations, determinations, and decisions by the Company in respect of any matter hereunder will be final, conclusive, and binding upon the Company, Employee, Beneficiaries, and all other persons claiming any interest in this Agreement.

Claims Procedure. Any claim for In the event a dispute arises over benefits under this Agreement shall and benefits are not paid to Executive or to his estate or beneficiary in the case of Executive's death, and such claimant feels he is 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 Board 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 60 days from the end date payments are refused. The Board shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within 90 days of receipt 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) their specific reasons for the such denial; , (ii) specific reference to pertinent the provisions of this Agreement upon which the denial is based; , and (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 claim. Such written notice shall further indicate the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim additional steps to Company for a full and fair review. A claimant (or his duly authorized representative) may request a review by filing a written application for review with the Administrator at any time within 60 days after receipt be taken by the claimant of written notice if a further review of the claim 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 Board fails to take any action within the aforesaid 90-day period. If a claimant desires a second review, the claimant shall notify the Board in writing within 60 days of the first claim denial. The claimant may review this Agreement or any documents relating thereto and submit any written issues and comments the claimant feels may be appropriate. In the Board's sole discretion, it shall then review the second claim and provide a written decision on review within 60 days of receipt of such claim. This decision shall be in writing likewise 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 on of this Agreement upon which the decision is based.. If a claimant continues to dispute the benefit denial, then the claimant shall submit the dispute for final arbitration. Such final arbitration shall be held in New York City in accordance with the rules and procedures of the American Arbitration Association. If arbitration is elected, the claimant and the Corporation shall mutually select the arbitrator. If the claimant and the Corporation cannot agree on the selection of an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third arbitrator, and the three arbitrators shall form an arbitration panel which shall resolve the dispute by majority vote. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of the arbitration or litigation, including, without limitation, reasonable attorneys' fees of both parties, shall be borne by the Corporation; provided, however, that if a dispute is resolved in favor of the Corporation, the claimant shall bear the claimant's own costs of the arbitration or litigation and shall reimburse the Corporation for the claimant's costs of the arbitration or litigation previously paid by the Corporation. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of the final arbitration with respect to any controversy properly submitted to it for determination. Nothing in this paragraph is intended to or shall limit any provision of Section V.

Claims Procedure. Any When a benefit is due, the Member, former Member, 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 Member's, former Member'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 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. The Board shall establish procedures for reviewing claims for benefits under this Election. Such procedures shall be administered so as to comply with regulations issued by the Department of Labor to the extent that such regulations are applicable to the particular claim at issue. Any person who has filed a claim for benefits under the plan (the "Claimant") shall have the right to be represented by another person in connection with his or her benefit claim, provided that the Board is provided with satisfactory evidence that the representative has been authorized to act on behalf of the Claimant. The Board and its authorized designees have the authority and discretion to administer and interpret the Plan, Restricted Stock Unit Agreement, and this Agreement Election and to decide claims for benefits, and their decisions are binding on all parties to the maximum extent permitted by law. A Claimant shall present the claim, in writing, to the Board, and the Board shall respond in writing. If the claim is denied, the written notice of denial shall, in a manner calculated to be understood by the Claimant: (a) state the specific reason or reasons for the denial, with specific references to the Plan, Restricted Stock Unit Agreement, or this Election's provisions on which the denial is based; (b) describe any additional material or information necessary for the Claimant to perfect his or her claim and explain why such material or information is necessary; (c) explain the Election's claims review procedure; and (d) state that the Claimant has a right to file suit under Section 502(a) of ERISA, as amended, if the claim is denied on appeal. 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 Board'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 Board to the claimant prior to the termination of Claimant within the initial 90-ninety- (90-) day period. In period and in no event shall such an extension exceed the a period of 90 ninety (90) days from the end of such the initial ninety- (90-) day period. The Any extension notice shall indicate the special circumstances requiring an the extension of time and the date on which the administrator Board expects to render a decisiondecision on the claim. Company Any claim not granted or denied within the period noted above (including applicable extensions) shall provide every claimant who be deemed to have been denied. Any Claimant whose claim is denied a claim for benefits written notice setting forthor deemed to have been denied may, in a manner calculated to be understood by the claimant, the following: within sixty (i60) 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 the Claimant's receipt by the claimant of written notice of the denial (or after the date of his claim. The claimant or his duly authorized representative may requestthe deemed denial, upon written application to Companyif applicable), request a review of the denial by notice given, in writing, to review the Board. Upon such a request for review, the claim shall be reviewed by the Board, who may, but shall not be required to, grant the Claimant a hearing. In connection with the review, the Claimant may have representation, may examine and receive copies (free of charge) of pertinent documents, and may submit issues and comments in writing. The decision on review normally shall be made by and communicated to the Administrator, who may, Claimant in its or his/her discretion, hold a hearing on writing within sixty (60) days of 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 Board'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 the commencement of the extension. In the event that the decision on review is not furnished within Board, and the time period set forth in this paragraph, limit for the claim shall be deemed denied on review. The decision on review shall be in writing and shall include reasons for the decisionextended to up to one-hundred twenty (120) days. The written decision on review shall, written in a manner calculated to be understood by the claimantClaimant: (a) state the reasons for the decision; (b) cite pertinent Plan, Restricted Stock Unit Agreement, or this Election's provisions; (c) inform the Claimant that he or she is entitled, upon request and free of charge, reasonably to review and receive copies of relevant documents, and specific references (d) inform the Claimant of his or her right to bring suit under Section 502(a) of ERISA now that his or her claim has been denied on appeal. If the decision on review is not communicated to the pertinent provisions in Claimant within the relevant documents sixty- (60-) day (or applicable, the 120-day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on which review shall be final and binding with respect to all concerned parties. No person shall be entitled to file suit for benefits under this Election until he or she has exhausted all of the decision is basedadministrative remedies set forth above.

Claims Procedure. Any claim for In the event that benefits under this Agreement are not paid to the Executive (or the Executive's Beneficiary or personal representative in the case of the Executive's death), and such person feels entitled to receive them, a claim shall be made in writing to Companythe Administrator within sixty (60) days after written notice from the Administrator to the Executive or the Executive's beneficiary or personal representative that payments are not being made or are not to be made under this Agreement. Such claim shall be reviewed by the Administrator. If any the claim for benefits under this Agreement is wholly approved or partially denied, notice in full or in part, within sixty (60) days of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the written claim by Company, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, Administrator shall provide a written notice of approval or denial setting 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 provisions the provision 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 and an explanation of why claim, if any. Also, such material or information is necessary; and (iv) an explanation of written notice shall indicate the Agreement’s claims review procedure as set forth below. The claimant may appeal the denial of his claim steps to Company for a full and fair review. A claimant (or his duly authorized representative) may request be taken if 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 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 reviewif the Administrator does not take action within the aforesaid sixty (60) day period. The decision on If a claim is denied and a review is desired, the Executive or the Executive's beneficiary or personal representative shall be notify the Administrator in writing within the earlier of 120 days after filing the claim or 60 days following receipt of the notice of denial. In requesting a review of the denial, the Executive or the Executive's beneficiary or personal representative may review this Agreement or any document relating to it and submit any written issues and comments he or she may feel appropriate. In its sole discretion, the Administrator shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall 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 Administrator shall not preclude further action by the Executive, the Executive's beneficiary or personal representative.

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 claim for benefits If Employee believes that he has been incorrectly denied a benefit or are entitled to a greater benefit than the benefit Employee received under this Agreement shall the Plan, Employee may submit a signed, written application to the Employer’s Chief Financial Officer (the "Claims Representative"). Employee 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 Representative 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, Employee 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 Representative expects to notify Employee 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 Employee's 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 Plan provision(s) on which the denial is based; (iii) , and provide a description of any additional material or information necessary for the claimant Employee 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 Plan's review procedure as set forth belowprocedures and the applicable time limits, including a statement of Employee's right to bring a civil suit under section 502(a) of ERISA following denial of Employee's claim on review. The claimant may appeal Employee will have sixty (60) days from receipt of the written notification of the denial of his Employee's 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 Plan for purposes of such review. This request should include the reasons Employee is requesting a review and may include facts supporting Employee's request and any other relevant comments, documents, records and other information relating to Employee's claim. The claimant or his duly authorized representative may requestUpon request and free of charge, upon written application to CompanyEmployee 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 Employee's claim, including any document, record or other information that was relied upon in, or submitted, considered or generated in writingthe course of, denying Employee's claim. The decision on review A final, written determination of Employee's 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 Employee's 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 Employee will be provided written notice of the reasons for the delay within the initial sixty (60) day period and the date by which Employee should expect notification of approval or denial of Employee's claim. This review will take into account all comments, documents, records and other information submitted by Employee relating to Employee's claim, whether or not submitted or considered in the initial review of Employee's 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 Employee fails to submit information that is necessary to decide Employee's 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 Employee until the date on which Employee responds to the claimant prior request for additional information. If Employee's claim is denied on review, the written notification will state specific reasons for the denial, make specific reference to the commencement Plan provision(s) on which the denial is based and state that Employee is entitled to receive upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to Employee's claim, including any document, record or other information that was relied upon in, or submitted, considered or generated in the course of, denying Employee's claim. The written notification will also include a statement of Employee's right to bring an action under section 502(a) of ERISA. If Employee's claim is initially denied or is denied upon review, Employee is 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) Employee's claim was denied in accordance with the terms of the extensionPlan, and (2) the provisions of the Plan have been consistently applied to similarly situated Plan participants, if any. In the event that the decision on review is not furnished within the time period pursuing any of Employee's rights set forth in this paragraphsection, Employee's authorized representative may act on Employee's behalf. If Employee does not receive notice within the claim shall time periods described above, whether on initial determination or review, Employee will be deemed denied on review. The decision on review shall be in writing to have exhausted the Plan's administrative appeals provisions and shall include reasons for the decision, written in Employee 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. (a) Any insured, beneficiary or other individual (hereinafter "Claimant") entitled to benefits under the Plan or under the Policy will file a claim request with the plan administrator with respect to benefits under the Plan and with the Equitable Life Assurance Society and Life of Virginia Insurance Company, with respect to benefits under the policy. The plan administrator will, upon written request of Claimant, make available copies of any claim forms or instructions provided by the Equitable Life Assurance Society and Life of Virginia Insurance Company or advise the Claimant where such forms or instructions may be obtained. (b) If such 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 Corporation shall, within a reasonable period of time, not to exceed 90 but no later than ninety days after receipt of the claim by Companyclaim, unless special circumstances require an extension notify the Claimant of time for processing the denial of the claim. If such an extension of time is required, written Such notice of the extension denial (1) shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event in writing, (2) 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 be written notice setting forth, in a manner calculated to be understood by the claimantClaimant, and (3) shall contain (A) the following: (i) specific reason or reasons for denial of the denial; claim, (iiB) a specific reference to the pertinent plan provisions upon which the denial is based; , (iiiC) a description of any additional material or information necessary for the claimant Claimant to perfect the claim and claim, along with an explanation of why such material or information is necessary; , and (ivD) an explanation of the Agreement’s claims Plan's claim review procedure as set forth belowprocedure. The claimant may appeal (c) Within one hundred twenty days of the receipt by the Claimant of the written notice of denial of his the claim, or such later time as shall be deemed reasonable taking into account the nature of the benefit subject to the claim to Company for and any other attendant circumstances, or if the claim has not been granted within a reasonable period of time, the Claimant may file a written request with the Corporation that it conduct a full and fair reviewreview of the denial of the Claimant's request for benefits, including conducting a hearing, if deemed necessary by the reviewing party. A claimant (or his duly authorized representative) may request a review by filing a written application for review In connection with the Administrator at any time within 60 days after receipt by the claimant of written notice Claimant's appeal of the denial of his claim. The claimant or his duly authorized representative benefit, the Claimant may request, upon written application to Company, to review pertinent documents, documents and may submit issues and comments in writing. (d) The Corporation shall deliver to the Claimant 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 claim promptly, and but not later than 60 days sixty days, after Company receives the receipt of the Claimant's request for review, unless except that if there are special circumstances (such as the need to hold a hearing), which require an extension of time for processing, in which case a decision the aforesaid sixty-day period shall be rendered as soon as possible, but not later than 120 days after receipt of the request for reviewextended to one hundred twenty days. If such an extension of time for review is required, written Written notice of the such extension (including the special circumstances requiring the extension of time) shall will be furnished provided to the claimant Claimant prior to the commencement of the extension. In the event that the Such decision on review is not furnished within the time period set forth in this paragraph, the claim shall (1) 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 claimantClaimant, (2) include specific reasons for the decision, and (3) contain specific references to the pertinent plan provisions in the relevant documents on upon 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 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 by a Participant, Inactive Participant, Beneficiary, or the authorized representative of any of the foregoing (all of whom are hereafter collectively referred to in this Section 5.4 as "Claimant") for benefits under this Agreement a Plan benefit shall be made in writing and delivered to Companythe Plan Administrator. If any the Plan Administrator denies the claim for benefits under this Agreement is wholly in whole or partially deniedin part, it shall furnish written notice of the such decision shall be furnished to the claimant within a reasonable period of time, Claimant not to exceed later than 90 days after receipt of from the time the claim by Companyis received; provided, unless however, if special circumstances require an extension of warrant, the Plan Administrator may extend the time for processing the claim. If such an claim by so notifying Claimant in writing within said 90 days, specifying the special circumstances requiring the extension of time and the date by which a final decision is required, written notice of expected. In no event may the extension shall be furnished to period exceed 90 days from the claimant prior to the termination end 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 of denial of claim shall set forth the claimant, the following: (ispecific reason(s) specific reasons for the denial; (iithe pertinent Plan provision(s) specific reference to pertinent provisions upon on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect perfection of the claim and an explanation of why such material or information is necessary; and (iv) an explanation information for instituting the review procedure. If no notice of denial is furnished to Claimant within 90 days from the Agreement’s claims review procedure as set forth below. The claimant may appeal date 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 is received 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 Plan 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 extended 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 paragraphprovided above, the claim shall be deemed denied on reviewand Claimant may proceed to the review procedure. The decision on Claimant shall have 60 days after receipt of the notice of denial of the claim to make a written request to the Company's Board of Directors if Company is a corporation or such committee or person as will have been appointed by the Company (such Board of Directors, committee or person, hereinafter referred to as the Review Committee) for a review of the claim. In connection with such request, Claimant shall be in writing and shall include reasons for the decision, written in a manner calculated entitled to be understood by the claimant, and specific references to the review pertinent provisions in the relevant documents on which the decision is based.and

Claims Procedure. Any claim for In the event that benefits under this Agreement are not paid to the Executive (or his legal representative or beneficiary in the case of the Executive's death or legal incapacity), and the Executive or such person feels entitled to receive said benefits, a claim shall be made in writing therefor to Companythe Compensation Committee. Such claim shall be reviewed by the Compensation Committee. If any the claim for benefits under this Agreement is wholly approved or partially denied, in full or in part, the Compensation Committee shall provide a written notice of the decision shall be furnished to the claimant approval or denial within a reasonable period sixty (60) days of time, not to exceed 90 days after receipt of the claim by Companysetting forth the specific reason for denial, 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) citing 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 to properly inform the claimant Executive, his legal representative or beneficiary. Such written notice from the Compensation Committee shall indicate the steps to perfect be taken if a review of the denial is desired. A claim shall be deemed denied if the Compensation Committee does not take action within the aforesaid sixty (60) day period. If a claim is denied and a review is desired, the Executive (or his aforesaid legal representative or beneficiary), shall notify the Compensation Committee in writing within twenty (20) days of the receipt of said denial or within twenty (20) days after the expiration of the 60 days of filing the claim, if there is no action taken by the Compensation Committee requesting such further review. In requesting such review, the Executive (or his legal representative or beneficiary), may refer to this Agreement or any document or documents relating to it and submit any written issues and comments he or she may feel appropriate. The Compensation Committee shall again review the claim and an explanation of why such material or information is necessary; and provide a written decision within sixty (iv60) an explanation days 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 subsequent review is required, written notice of stating the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated decision and which shall include 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. (The claim shall be deemed denied again if the Compensation Committee does not take such action within the aforesaid sixty (60) day period).