Common use of Deliveries to Executives Clause in Contracts

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reduction.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may relyrely upon such revised Payment Schedule and shall have no duty to inquire with respect to the termination of such Executive's employment with the Company. The Trustee shall return to the Company all amounts previously delivered by the Company to the Trustee for the benefit of such Executive. Notwithstanding the foregoing, following a Potential Change in Control the Company may, in its discretion, deliver Payment Schedules for retired Executives in accordance with Section 4.02(a) hereof. (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reduction.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule'") indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may relyrely upon such revised Payment Schedule and shall have no duty to inquire with respect to the termination of such Executive's employment with the Company. The Trustee shall return to the Company all amounts previously delivered by the Company to the Trustee for the benefit of such Executive. Notwithstanding the foregoing, following a Potential Change in Control the Company may, in its discretion, deliver Payment Schedules for retired Executives in accordance with Section 4.02(a) hereof. (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reduction.

Deliveries to Executives. (a) The Company shall deliver to As soon as practicable following the Trusteeexecution of this Agreement, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such each Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised modified Payment Schedule shall be effective upon the later of (x) receipt delivered by the Trustee of such revised Company to each Executive at each time that a modified Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously is delivered by the Company to the Trustee under Section 2.01(c) hereof. Except as otherwise provided herein, the Trustee shall make payments to the Executives in accordance with respect the most recent Payment Schedule. (b) In the event that an Executive reasonably believes that the Payment Schedule, including any modified Payment Schedule, does not properly reflect the amount payable to such Executive or the timing or form of payment from the Trust Corpus in respect of any of the Plans in which he or she is a participant, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the amount, timing or form of payment the Executive believes is proper under the relevant terms of the Plan or Plans. The Executive shall also deliver a copy of the Executive's Notice to the Company within three (3) business days of the delivery to the Trustee. Unless the Trustee receives written objection from the Company within ten (10) business days after receipt by the Trustee of such notice, the Trustee shall make the payment in accordance with the Executive's Notice. In the event the Trustee receives written objection from the Company within such ten (10) business day period and in the event the Company and Executive cannot agree on the terms of the Payment Schedule, the dispute shall be resolved in accordance with Section 6.03 hereof. (c) Except as provided In the event that the aggregate amount payable in this Section 4.02(c)any calendar month to the Executives entitled to payments during such month exceeds the Trust Corpus, the Trustee shall make a revised Payment Schedule may not reduce pro rata payment to each Executive entitled to a payment during such month based on the amounts amount so payable with respect to such Executive in proportion to the aggregate amount so payable to all such Executives. (d) The Trustee shall be permitted to withhold from any payment due to an Executive pursuant hereunder the amount required by law to be so withheld under federal, state and local wage withholding requirements or otherwise, and shall pay over to the prior Payment Schedule for such Executive except with appropriate government authority the written consent of such Executiveamounts so withheld. (ie) After Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a Potential Change in Control and before court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of a Change in Control, the Company shall deliver to substantially unqualified opinion of tax counsel selected by the Trustee, promptly following which determination determines, or which opinion opines, that the termination Executives or any particular Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of an such amounts, the Trustee shall, on receipt by the Trustee of notice of such determination or of such opinion, pay to each Executive the portion of the Trust Corpus includible in such Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reductionfederal gross income.

Deliveries to Executives. (a) The Company shall deliver to As soon as practicable following the Trusteeexecution of this Agreement, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such each Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised modified Payment Schedule shall be effective upon the later of (x) receipt delivered by the Trustee of such revised Company to each Executive at each time that a modified Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously is delivered by the Company to the Trustee under Section 2.01(c) hereof. Except as otherwise provided herein, the Trustee shall make payments to the Executives in accordance with respect the most recent Payment Schedule. (b) In the event that an Executive reasonably believes that the Payment Schedule, including any modified Payment Schedule, does not properly reflect the amount payable to such Executive or the timing or form of payment from the Trust Corpus in respect of any of the Plans in which he or she is a participant, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the amount, timing or form of payment the Executive believes is proper under the relevant terms of the Plan or Plans. The Executive shall also deliver a copy of the Executive's Notice to the Company within three (3) business days of the delivery to the Trustee. Unless the Trustee receives written objection from the Company within ten (10) business days after receipt by the Trustee of such notice, the Trustee shall make the payment in accordance with the Executive's Notice. In the event the Trustee receives written objection from the Company within such ten (10) business day period and in the event the Company and Executive cannot agree on the terms of the Payment Schedule, the dispute shall be resolved in accordance with Section 6.03 hereof. (c) Except as provided In the event that the aggregate amount payable in this Section 4.02(c)any calendar month to the Executives entitled to payments during such month exceeds the Trust Corpus, the Trustee shall borrow on any life insurance policies held in the Trust to the extent necessary to satisfy such payment obligations. If, notwithstanding such borrowing, the Trust Corpus is not sufficient to satisfy such payment obligations, the Trustee shall make a revised Payment Schedule may not reduce pro rata payment to each Executive entitled to a payment during such month based on the amounts amount so payable with respect to such Executive in proportion to the aggregate amount so payable to all such Executives. (d) The Trustee shall be permitted to withhold from any payment due to an Executive pursuant hereunder the amount required by law to be so withheld under federal, state and local wage withholding requirements or otherwise, and shall pay over to the prior Payment Schedule for such Executive except with appropriate government authority the written consent of such Executiveamounts so withheld. (ie) After Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a Potential Change in Control and before court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of a Change in Control, the Company shall deliver to substantially unqualified opinion of tax counsel selected by the Trustee, promptly following which determination determines, or which opinion opines, that the termination Executives or any particular Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of an such amounts, the Trustee shall, on receipt by the Trustee of notice of such determination or of such opinion, pay to each Executive the portion of the Trust Corpus includible in such Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reductionfederal gross income.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. . (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reduction. A revised Payment Schedule of the type described in this Section 4.02(c) may not be delivered to, or honored by, the Trustee on or after the occurrence of a Change in Control of the Company. A revised Payment Schedule shall be effective upon its receipt by the Trustee and shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (d) The Trustee shall be permitted to withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state and local withholding requirements or otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee may rely on instructions from the Company as to any required withholding and shall be fully protected under Section 5.01(g) hereof in relying on such instructions. (e) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee with the written consent of the Company, which determination determines, or which opinion concludes, that the Executives or any particular Executive, is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of such determination, pay to each Executive the portion of the Trust Corpus includible in such Executive's federal gross income.

Deliveries to Executives. (a) The As soon as practicable after the Executive's retirement or other termination of employment prior to a Change in Control, the Trustee shall make payments to an Executive in accordance with the most recent Payment Schedule delivered by the Company. Prior to the commencement of payments to the Executive the Company shall deliver to the Trustee, upon Executive a Payment Schedule setting forth all amounts payable from the occurrence Plans (an Individualized Payment Schedule). As soon as practicable after an Executive's retirement or other termination of employment following a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed deliver to that Executive an Individualized Payment Schedule. Except as otherwise provided herein, the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each the Executive under in accordance with the Individualized Payment Schedule. (b) In the event that an Executive reasonably believes that the Individualized Payment Schedule applicable does not properly reflect the amount payable to such Executive upon or the timing or form of payment from the Trust in respect of the Plan of which he or she is a beneficiary or participant, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the amount, timing or form of payment the Executive believes is proper under the relevant terms of the Plan. The Trustee shall also deliver a copy of the Executive's Notice to the Company within 3 business days of the delivery to the Trustee. Unless the Trustee receives written objection from the Company within 30 days after receipt by the Trustee of such notice, the Trustee shall make the payment in accordance with the Executive's Notice. In the event the Trustee receives written objection from the Company within such 30 day period and in the event the Company and Executive cannot agree on the terms of the Payment Schedule, the dispute shall be resolved in accordance with Section 7.3 hereof. Nothing in this Section shall create a duty on the part of the Executive to object to an Individualized Payment Schedule or other benefit statement provided by the Company, except in the case of an Individualized Payment Schedule given to the Executive in connection with the Executive's retirement or other termination of employment. (c) In the event that the aggregate amount payable in any calendar month to the Executives entitled to payments during such month exceeds the current market value of Trust assets, the Trustee shall make a pro rata payment to each Executive with respect to the Plans in accordance with the priority levels set forth on Schedule C hereto. All payments shall be made with respect to the Plans in any designated priority level before any payments are made with respect to the Plans in any lower level priority. If the aggregate amount payable in any calendar month with respect to the Plans in any designated priority level exceeds the current market value of Trust assets after providing for all higher priorities, the Trustee shall make pro rata payment to each Executive within such priority level. The Company may, by written notice to the Trustee, amend or 6 revoke Schedule C at any time prior to a Required Funding Date. If no such priority levels are in effect at the time for payment of any portion of Trust assets to the Executives, all deferred compensation agreements shall be given first priority and all other Plans shall be given second priority. Where any payment to an Executive is required to be made on a pro rata basis with respect to a category of Plans within a designated priority level, such payment shall be based on the amount so payable to such Executive in proportion to the aggregate amount so payable to all such Executives with respect to all Plans within the same priority level. (d) The Trustee shall withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state and local tax withholding requirements or otherwise, and shall pay over to the appropriate government authority the amounts so withheld. (e) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of a written request for payment signed substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that the Executives or any particular Executive orare subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, following his deaththe Trustee shall, his beneficiary on receipt by the Trustee of notice of such determination or beneficiaries. Such request shall set forth of such opinion, pay to each such Executive the portion of the following items: (i) Trust includible in such Executive's federal gross income. This Section shall not give the specific amount Trustee the power or duty to determine the tax consequences of payment requested, (ii) payments from the specific Agreement or Agreements and the specific section or sections Trust that may subject an Executive to receipt of such Agreements under which such payment is to be made, (iii) the existence or absence of any "an excess parachute payment" (, as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount Internal Revenue Code of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments1986. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely (ii) After a Potential Change in Control and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reduction.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule'") indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i2. 1 (a) (1) in accordance with such Executive's Agreements Agreements, and estimated in good faith by the Company and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in ControlControl and not during a Potential Change in Control Period. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for such Executive, as adjusted for any earnings of the benefit Trust which are allocated in respect of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment notice signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of , stating that the following items: (i) Executive or his beneficiary, as the specific amount of payment requestedcase may be, (ii) is entitled to the specific Agreement or Agreements and the specific section or sections commencement of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive payments in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if anySchedule. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated by the Company, in good faith, to be sufficient sufficient, when added to the amount or amounts previously delivered to the Trustee Trustee, to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts amount required under Section 4.02(b)(ii) the preceding sentence and such the revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a A revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (id) After a Potential Change in Control The Company shall withhold from any payment due to an Executive hereunder the amount it determines required by law to be so withheld under federal, state and before a Change in Controllocal withholding requirements or otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee will rely on instructions from the Company as to any required withholding (including amounts required to be withheld by operation of Section 4999 of the Code) and shall deliver to be fully protected under Section 5.1 (f) hereof in relying on such instructions. (e) Except as otherwise provided herein, in the Trusteeevent of any final determination by the Internal Revenue Service or a court of competent jurisdiction, promptly following which determination is not appealable or the termination time for appeal or protest of an Executive's employment which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee with the written consent of the Company, a revised Payment Schedule with respect which determination determines, or which opinion concludes, that an Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to such Executive which deletes all of such amounts based on the highest marginal Federal tax rate in effect, the Trustee shall, on receipt by the Trustee of such opinion or notice of such determination, pay to such Executive the portion of the amounts set forth on Trust Corpus necessary to pay the prior Payment Schedule for tax attributable to the portion of Trust Corpus includible in such Executive. The Trustee may rely (ii) After a Potential Change in Control 's federal gross income and before a Change in Control, the Company may deliver a revised Payment Schedule with respect to an Executive which reduces the amounts payable in respect of such Executive pursuant to his prior Payment Schedule as the result of a more accurate calculation by the Company of under the Agreements shall be reduced by the amount of the benefits to which such Executive is entitled pursuant to his Agreements. The Trustee may rely on such revised Payment Schedule and shall have no duty to inquire with respect to said calculation. The Trustee shall return to the Company an amount equal to such reductiondistribution.