Common use of Distribution of Trust Assets Clause in Contracts

Distribution of Trust Assets. (A) The Grantor shall deliver to the Trustee a schedule (the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor may make payment of benefits directly to Beneficiaries as they become due under the terms of the Plans. The Grantor shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Grantor shall make the balance of each such payment as it falls due. The Trustee shall notify the Grantor where principal and earnings are not sufficient. (E) Notwithstanding any other provision of the Trust Agreement to the contrary, the Grantor shall make payments hereunder, or the administrator of the Plan shall direct the Trustee to make such payments before such payments are otherwise due if it determines, based on a written opinion of legal counsel, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a Beneficiary, that a Beneficiary has recognized or will in that taxable year recognize as income for federal income tax purposes amounts that are or will be payable to the Beneficiary under the Plans before they are paid to such Beneficiary. (F) The Trustee shall incur no liability with respect to making or refraining from making any payments or any calculations in accordance with the provisions of this paragraph NINE. (G) The liability of the Trustee to make the payments specified herein shall be limited to the funds and property which have been received by it as Trustee hereunder, including all income therefrom and increments thereof less employment taxes payable under this paragraph.

Distribution of Trust Assets. (Aa) The If, prior to a Change In Control, a Grantor desires that a payment to a Beneficiary, attributable to a Deferred Stock Account under a Plan, be made from trust assets, the Trust Administrative Committee shall deliver notify the Trustee at least ten days prior to the Trustee a schedule (date the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other payment becomes due under such Plan. Such notification shall provide sufficient instructions acceptable to the Trustee for determining making the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amountsrequisite payment. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor may make payment of benefits directly to Beneficiaries as they become due under the terms of the Plans. The Grantor shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlansPlan(s), the Grantor Grantors shall make the balance of each such payment as it falls duedue in accordance with the Plan(s). The Trustee shall notify the Grantor Grantors where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Grantors of their liabilities to pay benefits due under the Plan(s) except to the extent such liabilities are met by application of assets of the Trust. (Eb) Notwithstanding any other provision The Grantors may make payment of benefits directly to Beneficiaries as they become due under the terms of the Trust Agreement Plan(s). Upon a Change in Control, the Grantors shall notify the Trustee of its decision to make payment of benefits directly prior to the contrarytime amounts are payable to Beneficiaries. (c) At such time as a Beneficiary is entitled to payments under any of the Plans prior to a Change in Control, if the Grantor shall make payments hereunder, or the administrator of the Plan shall fails to direct the Trustee to make such payments before such payments are otherwise due if it determines, based on payment under the Plan in accordance with paragraph (a) above or fails to make payment of all or a written opinion of legal counsel, a change in the tax or revenue laws portion of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a Beneficiary, that benefits to a Beneficiary has recognized under any Plan in accordance with paragraph (a) or will in that taxable year recognize as income (b) above, such Beneficiary can make application for federal income tax purposes amounts that are or will be payable to the Beneficiary under the Plans before they are paid to such Beneficiary. (F) The Trustee shall incur no liability with respect to making or refraining from making any payments or any calculations payment in accordance with the provisions of paragraph (e)(i) below. If so requested, the Trustee shall make an independent determination in its sole and absolute discretion regarding the Beneficiary's right to payment under the Plan(s) within 60 days thereof. Such determination shall be made with advice from outside counsel independent of Southern and the Trustee. The Grantors agree to be bound by Trustee's determination and to make payment of or direct Trustee to make payment of, benefits as they fall due commencing not later than 30 days following Trustee's determination regarding entitlement to benefits absent a manifest abuse of discretion by the Trustee. If Trustee determines benefits are payable to Beneficiary and Grantor fails to commence payment, or direct Trustee to make payment, within 30 days following the Trustee's determination, Trustee shall make payment of such benefits and instruct Beneficiary in writing that he or she must bring suit within 180 days of the Trustee's claims determination or thereafter be barred from doing so. Trustee shall only make benefits payments hereunder until the first of the following to occur: (i) 180 days following its claims determination if the Beneficiary fails to bring a lawsuit to enforce his or her rights within this paragraph NINElimitation period; or (ii) until there is a final adjudication or other final resolution of the Beneficiary's claim. In the event that such Beneficiary timely files a lawsuit within 180 days of Trustee's determination that Beneficiary is entitled to the disputed benefits, all reasonable costs of litigation (as determined in the sole and absolute discretion of the Trustee) shall be periodically, but no less than quarterly, advanced to the Beneficiary through the final adjudication of the claim; provided, however, that the Beneficiary shall repay such advanced costs of litigation if he or she fails to have finally resolved in the Beneficiary's favor a material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute as determined in the sole and absolute discretion of the Trustee. Alternatively, in the event that a Beneficiary files a lawsuit to obtain benefits after the Trustee determines that such Beneficiary is not entitled to such benefits, all costs of litigation shall be borne by each party thereto; provided, however, that the Grantors, or the Trustee if the Grantors refuse, shall reimburse such reasonable costs in the event any material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute is finally resolved in favor of the Beneficiary. (Gd) Subject to the provisions of paragraph (e) of this Section 7, after a Change in Control, a Beneficiary shall receive payment from the Trust in an amount equal to the accrued benefit to which he is entitled under the Plans determined as of the Change in Control, less any payments previously made to him by the Grantors or Trustee pursuant to the terms of the Plan(s) and this Trust. The form of payment will be consistent with the forms provided under the terms of the Plan(s). (e) (i) The liability commencement of payments from the Trust, other than pursuant to directions of a Grantor or Trust Administrative Committee, shall be conditioned on the Trustee's prior receipt of a written instrument from the Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any other information the Trustee requires, such form should indicate the amount, if any, the Beneficiary has received from the Grantors under the Plans as of his request. All payments to a Beneficiary from the Trust shall be made in accordance with a good faith interpretation of the provisions of the applicable Plan(s). (ii) Except as provided below, the Trustee shall make or commence payment to make the payments specified herein Beneficiary in accordance with his representations not later than 30 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any such payment and not later than 7 business days after its receipt of the Beneficiary's representations, the Trustee shall request in writing the Grantors' agreement that the Beneficiary's representations are accurate with respect to the amount, fact, and time of payment to him. The Trustee shall enclose with such request a copy of the Beneficiary's representations and written advice to the Grantors that it must respond to the Trustee's request on or before the 20th business day (which date shall be limited set forth in such written advice) after the Beneficiary furnished such representations to the funds Trustee. If the Grantors in a writing delivered to the Trustee agree with the Beneficiary's representations in all respects, or if the Grantors do not respond to the Trustee's request by the 20th-day deadline, the Trustee shall make payment in accordance with the Beneficiary's representations. If the Grantors advise the Trustee in writing on or before the 20th-day deadline that it does not agree with any or all of the Beneficiary's representations, the Trustee immediately shall take whatever steps it in its sole and property which have been received absolute discretion deems appropriate, including, but not limited to, a review of any notice furnished by it as the Grantor pursuant to paragraph (e) hereof, to attempt to resolve the difference(s) between the Grantors and the Beneficiary. If, however, the Trustee hereunderis unable to resolve such difference(s) to its satisfaction within 60 days after its receipt of the Beneficiary's representations, including the Trustee shall make an independent determination in its sole and absolute discretion with the advice of independent counsel regarding the Beneficiary's claim for benefits and commence such payment, if any, within such 60 day period. In the event Grantors do not agree with Beneficiary's right to payment of all income therefrom and increments thereof less employment taxes payable or a portion of a benefit under this paragraphany Plan(s), Grantors may bring a declaratory judgment action to clarify their rights. Trustee may rely on any final judgment concerning a declaratory judgment action with respect to the payment of benefits from the Trust.

Distribution of Trust Assets. (Aa) The If a Grantor desires that a payment to a Beneficiary, attributable to a Deferred Stock Account under the Plan, be made from trust assets, the Trust Administrative Committee shall deliver notify the Trustee at least ten (10) days prior to the Trustee a schedule (date the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other payment becomes due under such Plan. Such notification shall provide sufficient instructions acceptable to the Trustee for determining making the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amountsrequisite payment. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor may make payment of benefits directly to Beneficiaries as they become due under the terms of the Plans. The Grantor shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlansPlan, the Grantor shall make the balance of each such payment as it falls duedue in accordance with the Plan. The Trustee shall notify the Grantor where principal and earnings are not sufficient. Nothing in this Agreement relieves the Grantor of its liability to pay benefits due under the Plan except to the extent such liability is met by application of assets of the Trust. (Eb) Notwithstanding any other provision The Grantor may make payment of benefits directly to Beneficiaries as they become due under the terms of the Trust Agreement Plan. (c) At such time as a Beneficiary is entitled to payments under the contraryPlan, if the Grantor shall make payments hereunder, or the administrator of the Plan shall fails to direct the Trustee to make such payments before such payments are otherwise due if it determines, based on payment under the Plan in accordance with paragraph (a) above or fails to make payment of all or a written opinion of legal counsel, a change in the tax or revenue laws portion of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a Beneficiary, that benefits to a Beneficiary has recognized under any Plan in accordance with paragraph (a) or will in that taxable year recognize as income (b) above, such Beneficiary can make application for federal income tax purposes amounts that are or will be payable to the Beneficiary under the Plans before they are paid to such Beneficiary. (F) The Trustee shall incur no liability with respect to making or refraining from making any payments or any calculations payment in accordance with the provisions of this paragraph NINE. (Ge)(i) The liability below. If so requested, the Trustee shall make an independent determination in its sole and absolute discretion regarding the Beneficiary’s right to payment under the Plan within 60 days thereof. Such determination shall be made with advice from outside counsel independent of the Company and the Trustee. The Grantor agrees to be bound by Trustee’s determination and to make payment of or direct Trustee to make payment of, benefits as they fall due commencing not later than 30 days following Trustee’s determination regarding entitlement to benefits absent a manifest abuse of discretion by the Trustee. If Trustee determines benefits are payable to Beneficiary and Grantor fails to commence payment, or direct Trustee to make payment, within 30 days following the Trustee’s determination, Trustee shall make payment of such benefits and instruct Beneficiary in writing that he or she must bring suit within 180 days of the Trustee’s claims determination or thereafter be barred from doing so. Trustee shall only make benefits payments specified herein hereunder until the first of the following to occur: (i) 180 days following its claims determination if the Beneficiary fails to bring a lawsuit to enforce his or her rights within this limitation period; or (ii) until there is a final adjudication or other final resolution of the Beneficiary’s claim. In the event that such Beneficiary timely files a lawsuit within 180 days of Trustee’s determination that Beneficiary is entitled to the disputed benefits, all reasonable costs of litigation (as determined in the sole and absolute discretion of the Trustee) shall be limited periodically, but no less than quarterly, advanced to the funds Beneficiary through the final adjudication of the claim; provided, however, that the Beneficiary shall repay such advanced costs of litigation if he or she fails to have finally resolved in the Beneficiary’s favor a material issue supporting the underlying merits of the Beneficiary’s claim for benefits in such dispute as determined in the sole and property which have been received absolute discretion of the Trustee. Alternatively, in the event that a Beneficiary files a lawsuit to obtain benefits after the Trustee determines that such Beneficiary is not entitled to such benefits, all costs of litigation shall be borne by it as each party thereto; provided, however, that the Grantor, or the Trustee hereunderif the Grantor refuses, including all income therefrom and increments thereof less employment taxes payable under this paragraphshall reimburse such reasonable costs in the event any material issue supporting the underlying merits of the Beneficiary’s claim for benefits in such dispute is finally resolved in favor of the Beneficiary.

Distribution of Trust Assets. (Aa) The Grantor shall deliver to the Trustee a schedule (the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor Grantors may make payment of benefits directly to Beneficiaries as they become due under the terms of the PlansPlan(s). The Grantor Upon a Change in Control, the Grantors shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlansPlan(s), the Grantor Grantors shall make the balance of each such payment as it falls duedue in accordance with the Plan(s). The Trustee shall notify the Grantor Grantors where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Grantors of their liabilities to pay benefits due under the Plan(s) except to the extent such liabilities are met by application of assets of the Trust. (Eb) Notwithstanding At such time as a Beneficiary is entitled to payments under any other provision of the Trust Agreement Plans prior to a Change in Control, if the contrary, the Grantor shall Grantors fail to make payments hereunder, payment of all or the administrator a portion of the Plan shall direct the Trustee benefits to make such payments before such payments are otherwise due if it determines, based on a written opinion of legal counsel, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a Beneficiary, that a Beneficiary has recognized or will under any Plan in that taxable year recognize as income accordance with paragraph (a) above, such Beneficiary can make application for federal income tax purposes amounts that are or will be payable to the Beneficiary under the Plans before they are paid to such Beneficiary. (F) The Trustee shall incur no liability with respect to making or refraining from making any payments or any calculations payment in accordance with the provisions of paragraph (d)(i) below. If so requested, the Trustee shall make an independent determination in its sole and absolute discretion regarding the Beneficiary's right to payment under the Plan(s) within 60 days thereof. Such determination shall be made with advice from outside counsel independent of Southern and the Trustee. The Grantors agree to be bound by Trustee's determination and to make payment of benefits as they fall due commencing not later than 30 days following Trustee's determination regarding entitlement to benefits absent a manifest abuse of discretion by the Trustee. If Trustee determines benefits are payable to Beneficiary and Grantor fails to commence payment within 30 days following the Trustee's determination, Trustee shall make payment of such benefits and instruct Beneficiary in writing that he or she must bring suit within 180 days of the Trustee's claims determination or thereafter be barred from doing so. Trustee shall only make benefits payments until the first of the following to occur: (i) 180 days following its claims determination if the Beneficiary fails to bring a lawsuit to enforce his or her rights within this paragraph NINElimitation period; or (ii) until there is a final adjudication or other final resolution of the Beneficiary's claim. In the event that such Beneficiary timely files a lawsuit within 180 days of Trustee's determination that Beneficiary is entitled to the disputed benefits, all reasonable costs of litigation (as determined in the sole and absolute discretion of the Trustee) shall be periodically, but no less than quarterly, advanced to the Beneficiary through the final adjudication of the claim; provided, however, that the Beneficiary shall repay such advanced costs of litigation if he or she fails to have finally resolved in the Beneficiary's favor a material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute as determined in the sole and absolute discretion of the Trustee. Alternatively, in the event that a Beneficiary files a lawsuit to obtain benefits after the Trustee determines that such Beneficiary is not entitled to such benefits, all costs of litigation shall be borne by each party thereto; provided, however, that the Grantors, or the Trustee if the Grantors refuse, shall reimburse such reasonable costs in the event any material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute is finally resolved in favor of the Beneficiary. (Gc) Subject to the provisions of paragraph (d) of this Section 7, after a Change in Control, a Beneficiary shall receive payment from the Trust in amount equal to the accrued benefit to which he is entitled under the Plans determined as of the Change in Control, less any payments previously made to him by the Grantors pursuant to the terms of the Plan(s). The form of payment will be consistent with the forms provided under the terms of the Plan(s). (d) (i) The liability commencement of payments from the Trust shall be conditioned on the Trustee's prior receipt of a written instrument from the Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any other information the Trustee requires, such form should indicate the amount, if any, the Beneficiary has received from the Grantors under the Plans as of his request. All payments to a Beneficiary from the Trust shall be made in accordance with a good faith interpretation of the provisions of the applicable Plan(s). (ii) Except as provided below, the Trustee shall make or commence payment to make the payments specified herein Beneficiary in accordance with his representations not later than 30 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any such payment and not later than 7 business days after its receipt of the Beneficiary's representations, the Trustee shall request in writing the Grantors' agreement that the Beneficiary's representations are accurate with respect to the amount, fact, and time of payment to him. The Trustee shall enclose with such request a copy of the Beneficiary's representations and written advice to the Grantors that it must respond to the Trustee's request on or before the 20th business day (which date shall be limited set forth in such written advice) after the Beneficiary furnished such representations to the funds Trustee. If the Grantors in a writing delivered to the Trustee agree with the Beneficiary's representations in all respects, or if the Grantors do not respond to the Trustee's request by the 20th-day deadline, the Trustee shall make payment in accordance with the Beneficiary's representations. If the Grantors advise the Trustee in writing on or before the 20th-day deadline that it does not agree with any or all of the Beneficiary's representations, the Trustee immediately shall take whatever steps it in its sole and property which have been received absolute discretion deems appropriate, including, but not limited to, a review of any notice furnished by it as the Grantor pursuant to paragraph (e) hereof, to attempt to resolve the difference(s) between the Grantors and the Beneficiary. If, however, the Trustee hereunderis unable to resolve such difference(s) to its satisfaction within 60 days after its receipt of the Beneficiary's representations, including the Trustee shall make an independent determination in its sole and absolute discretion with the advice of independent counsel regarding the Beneficiary's claim for benefits and commence such payment, if any, within such 60 day period. In the event Grantors do not agree with Beneficiary's right to payment of all income therefrom and increments thereof less employment taxes payable or a portion of a benefit under this paragraphany Plan(s), Grantors may bring a declaratory judgment action to clarify their rights. Trustee may rely on any final judgment concerning a declaratory judgment action with respect to the payment of benefits from the Trust.

Distribution of Trust Assets. (Aa) The Grantor shall deliver to the Trustee a schedule (the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor Grantors may make payment of benefits directly to Beneficiaries as they become due under the terms of the PlansPlan(s). The Grantor Upon a Change in Control, the Grantors shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlansPlan(s), the Grantor Grantors shall make the balance of each such payment as it falls duedue in accordance with the Plan(s). The Trustee shall notify the Grantor Grantors where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Grantors of their liabilities to pay benefits due under the Plan(s) except to the extent such liabilities are met by application of assets of the Trust. (Eb) At such time as a Beneficiary is entitled to payments under any of the Plans prior to a Change in Control, if the Grantors fail to make payment of all or a portion of the benefits to a Beneficiary under any Plan in accordance with paragraph (a) above, such Beneficiary can make application for payment in accordance with the provisions of paragraph (d)(i) below. If so requested, the Trustee shall make an independent determination in its sole and absolute discretion regarding the Beneficiary's right to payment under the Plan(s) within 60 days thereof. Such determination shall be made with advice from outside counsel independent of Southern and the Trustee. The Grantors agree to be bound by Trustee's determination and to make payment of benefits as they fall due commencing not later than 30 days following Trustee's determination regarding entitlement to benefits absent a manifest abuse of discretion by the Trustee. If Trustee determines benefits are payable to Beneficiary and Grantor fails to commence payment within 30 days following the Trustee's determination, Trustee shall make payment of such benefits and instruct Beneficiary in writing that he or she must bring suit within 180 days of the Trustee's claims determination or thereafter be barred from doing so. Trustee shall only make benefits payments until the first of the following to occur: (i) 180 days following its claims determination if the Beneficiary fails to bring a lawsuit to enforce his or her rights within this limitation period; or (ii) until there is a final adjudication or other final resolution of the Beneficiary's claim. In the event that such Beneficiary timely files a lawsuit within 180 days of Trustee's determination that Beneficiary is entitled to the disputed benefits, all reasonable costs of litigation (as determined in the sole and absolute discretion of the Trustee) shall be periodically, but no less than quarterly, advanced to the Beneficiary through the final adjudication of the claim; provided, however, that the Beneficiary shall repay such advanced costs of litigation if he or she fails to have finally resolved in the Beneficiary's favor a material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute as determined in the sole and absolute discretion of the Trustee. Alternatively, in the event that a Beneficiary files a lawsuit to obtain benefits after the Trustee determines that such Beneficiary is not entitled to such benefits, all costs of litigation shall be borne by each party thereto; provided, however, that the Grantors, or the Trustee if the Grantors refuse, shall reimburse such reasonable costs in the event any material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute as determined in the sole and absolute discretion of the Trustee is finally resolved in favor of the Beneficiary. (c) Subject to the provisions of paragraph (d) of this Section 7, after a Change in Control, a Beneficiary shall receive payment from the Trust in amount equal to the accrued benefit to which he is entitled under the Plans determined as of the Change in Control, less any payments previously made to him by the Grantors pursuant to the terms of the Plan(s). The form of payment will be consistent with the forms provided under the terms of the Plan(s). (i) The commencement of payments from the Trust shall be conditioned on the Trustee's prior receipt of a written instrument from the Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any other information the Trustee requires, such form should indicate the amount, if any, the Beneficiary has received from the Grantors under the Plans as of his request. All payments to a Beneficiary from the Trust shall be made in accordance with a good faith interpretation of the provisions of the applicable Plan(s). (ii) Except as provided below, the Trustee shall make or commence payment to the Beneficiary in accordance with his representations not later than 30 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any such payment and not later than 7 business days after its receipt of the Beneficiary's representations, the Trustee shall request in writing the Grantors' agreement that the Beneficiary's representations are accurate with respect to the amount, fact, and time of payment to him. The Trustee shall enclose with such request a copy of the Beneficiary's representations and written advice to the Grantors that it must respond to the Trustee's request on or before the 20th business day (which date shall be set forth in such written advice) after the Beneficiary furnished such representations to the Trustee. If the Grantors in a writing delivered to the Trustee agrees with the Beneficiary's representations in all respects, or if the Grantors do not respond to the Trustee's request by the 20th-day deadline, the Trustee shall make payment in accordance with the Beneficiary's representations. If the Grantors advise the Trustee in writing on or before the 20th-day deadline that it does not agree with any or all of the Beneficiary's representations, the Trustee immediately shall take whatever steps it in its sole and absolute discretion deems appropriate, including, but not limited to, a review of any notice furnished by the Grantor pursuant to paragraph (e) hereof, to attempt to resolve the difference(s) between the Grantors and the Beneficiary. If, however, the Trustee is unable to resolve such difference(s) to its satisfaction within 60 days after its receipt of the Beneficiary's representations, the Trustee shall make an independent determination in its sole and absolute discretion with the advice of independent counsel regarding the Beneficiary's claim for benefits and commence such payment, if any, within such 60 day period. In the event Grantors do not agree with Beneficiary's right to payment of all or a portion of a benefit under any Plan(s), Grantors may bring a declaratory judgment action to clarify their rights. Trustee may rely on any final judgment concerning a declaratory judgment action with respect to the payment of benefits from the Trust. (e) Notwithstanding any other provision of the Trust Agreement to the contrary, after a Change in Control the Grantor Trustee shall make payments hereunder, or the administrator of the Plan shall direct the Trustee to make such payments hereunder before such payments are otherwise due if it determinesdetermines in its sole and absolute discretion, based on a written opinion of legal counsel, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a final non-appealable decision by the Internal Revenue Service addressed to a Beneficiary, a final decision by a court of competent jurisdiction involving a Beneficiary, or a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves a Beneficiary, that a Beneficiary has recognized or will in that taxable year recognize as income for federal income tax purposes with respect to amounts that are or will be payable to the Beneficiary him under the Plans before they are paid to such him. The Trustee in its sole and absolute discretion shall reimburse a Beneficiary all costs determined to be reasonable to defend any tax claims described herein which are asserted by the Internal Revenue Service against any Beneficiary, including attorney fees and cost of appeal, and shall have the sole authority to determine whether or not to appeal any determination made by the Internal Revenue Service or by a lower court. The Trustee also shall reimburse any Beneficiary for any interest or penalties in respect of tax claims hereunder upon receipt of documentation of same. (Ff) Unless (contemporaneously with his submission of the written instrument referred to in paragraph (a) hereof) a Beneficiary furnishes documentation in form and substance satisfactory to the Trustee that no withholding is required with respect to a payment to be made to him from the Trust, the Trustee may deduct from any such payment any federal, state or local taxes required by law to be withheld by the Trustee. (g) The Trustee shall incur no liability provide the Grantors with respect written confirmation of the fact and time of any commencement of payments hereunder within 10 business days after any payments commence to making or refraining from a Beneficiary. The Grantors shall notify the Trustee in the same manner of any payments it commences to make to a Beneficiary pursuant to the Plans. (h) The Trustee shall be fully protected in making any payments payment or any calculations in accordance with the provisions of this paragraph NINESection 7. (G) The liability of the Trustee to make the payments specified herein shall be limited to the funds and property which have been received by it as Trustee hereunder, including all income therefrom and increments thereof less employment taxes payable under this paragraph.

Distribution of Trust Assets. (Aa) The Grantor shall deliver to the Trustee a schedule (the "Payment Schedule") that provides (1) the amounts payable in respect of each Beneficiary, (2) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (3) the form in which such amounts are to be paid (as provided for or available under the Plans), and (4) the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible for the determination and reporting of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Trustee. The Trustee shall have no responsibility under this paragraph NINE with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator of the Plan and pay such to the Grantor or the administrator of the Plan for remittance to the appropriate governmental agency. The Trustee may assume the responsibility for the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld to the appropriate taxing authorities only if the Trustee and the Grantor or administrator of the Plan specifically agree in writing that the Trustee, and not the Grantor or administrator of the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the Grantor, the administrator of the Plan or such party (which shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor Grantors may make payment of benefits directly to Beneficiaries as they become due under the terms of the PlansPlan(s). The Grantor Upon a Change in Control, the Grantors shall notify the Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlansPlan(s), the Grantor Grantors shall make the balance of each such payment as it falls duedue in accordance with the Plan(s). The Trustee shall notify the Grantor Grantors where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Grantors of their liabilities to pay benefits due under the Plan(s) except to the extent such liabilities are met by application of assets of the Trust. (Eb) At such time as a Beneficiary is entitled to payments under any of the Plans prior to a Change in Control, if the Grantors fail to make payment of all or a portion of the benefits to a Beneficiary under any Plan in accordance with paragraph (a) above, such Beneficiary can make application for payment in accordance with the provisions of paragraph (d)(i) below. If so requested, the Trustee shall make an independent determination in its sole and absolute discretion regarding the Beneficiary's right to payment under the Plan(s) within 60 days thereof. Such determination shall be made with advice from outside counsel independent of Southern and the Trustee. The Grantors agree to be bound by Trustee's determination and to make payment of benefits as they fall due commencing not later than 30 days following Trustee's determination regarding entitlement to benefits absent a manifest abuse of discretion by the Trustee. If Trustee determines benefits are payable to Beneficiary and Grantor fails to commence payment within 30 days following the Trustee's determination, Trustee shall make payment of such benefits and instruct Beneficiary in writing that he or she must bring suit within 180 days of the Trustee's claims determination or thereafter be barred from doing so. Trustee shall only make benefits payments until the first of the following to occur: (i) 180 days following its claims determination if the Beneficiary fails to bring a lawsuit to enforce his or her rights within this limitation period; or (ii) until there is a final adjudication or other final resolution of the Beneficiary's claim. In the event that such Beneficiary timely files a lawsuit within 180 days of Trustee's determination that Beneficiary is entitled to the disputed benefits, all reasonable costs of litigation (as determined in the sole and absolute discretion of the Trustee) shall be periodically, but no less than quarterly, advanced to the Beneficiary through the final adjudication of the claim; provided, however, that the Beneficiary shall repay such advanced costs of litigation if he or she fails to have finally resolved in the Beneficiary's favor a material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute as determined in the sole and absolute discretion of the Trustee. Alternatively, in the event that a Beneficiary files a lawsuit to obtain benefits after the Trustee determines that such Beneficiary is not entitled to such benefits, all costs of litigation shall be borne by each party thereto; provided, however, that the Grantors, or the Trustee if the Grantors refuse, shall reimburse such reasonable costs in the event any material issue supporting the underlying merits of the Beneficiary's claim for benefits in such dispute is finally resolved in favor of the Beneficiary. (c) Subject to the provisions of paragraph (d) of this Section 7, after a Change in Control, a Beneficiary shall receive payment from the Trust in amount equal to the accrued benefit to which he is entitled under the Plans determined as of the Change in Control, less any payments previously made to him by the Grantors pursuant to the terms of the Plan(s). The form of payment will be consistent with the forms provided under the terms of the Plan(s). (i) The commencement of payments from the Trust shall be conditioned on the Trustee's prior receipt of a written instrument from the Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any other information the Trustee requires, such form should indicate the amount, if any, the Beneficiary has received from the Grantors under the Plans as of his request. All payments to a Beneficiary from the Trust shall be made in accordance with a good faith interpretation of the provisions of the applicable Plan(s). (ii) Except as provided below, the Trustee shall make or commence payment to the Beneficiary in accordance with his representations not later than 30 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any such payment and not later than 7 business days after its receipt of the Beneficiary's representations, the Trustee shall request in writing the Grantors' agreement that the Beneficiary's representations are accurate with respect to the amount, fact, and time of payment to him. The Trustee shall enclose with such request a copy of the Beneficiary's representations and written advice to the Grantors that it must respond to the Trustee's request on or before the 20th business day (which date shall be set forth in such written advice) after the Beneficiary furnished such representations to the Trustee. If the Grantors in a writing delivered to the Trustee agree with the Beneficiary's representations in all respects, or if the Grantors do not respond to the Trustee's request by the 20th-day deadline, the Trustee shall make payment in accordance with the Beneficiary's representations. If the Grantors advise the Trustee in writing on or before the 20th-day deadline that it does not agree with any or all of the Beneficiary's representations, the Trustee immediately shall take whatever steps it in its sole and absolute discretion deems appropriate, including, but not limited to, a review of any notice furnished by the Grantor pursuant to paragraph (e) hereof, to attempt to resolve the difference(s) between the Grantors and the Beneficiary. If, however, the Trustee is unable to resolve such difference(s) to its satisfaction within 60 days after its receipt of the Beneficiary's representations, the Trustee shall make an independent determination in its sole and absolute discretion with the advice of independent counsel regarding the Beneficiary's claim for benefits and commence such payment, if any, within such 60 day period. In the event Grantors do not agree with Beneficiary's right to payment of all or a portion of a benefit under any Plan(s), Grantors may bring a declaratory judgment action to clarify their rights. Trustee may rely on any final judgment concerning a declaratory judgment action with respect to the payment of benefits from the Trust. (e) Notwithstanding any other provision of the Trust Agreement to the contrary, after a Change in Control the Grantor Trustee shall make payments hereunder, or the administrator of the Plan shall direct the Trustee to make such payments hereunder before such payments are otherwise due if it determinesdetermines in its sole and absolute discretion, based on a written opinion of legal counsel, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a final non-appealable decision by the Internal Revenue Service addressed to a Beneficiary, a final decision by a court of competent jurisdiction involving a Beneficiary, or a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves a Beneficiary, that a Beneficiary has recognized or will in that taxable year recognize as income for federal income tax purposes with respect to amounts that are or will be payable to the Beneficiary him under the Plans before they are paid to such him. The Trustee in its sole and absolute discretion shall reimburse a Beneficiary all costs determined to be reasonable to defend any tax claims described herein which are asserted by the Internal Revenue Service against any Beneficiary, including attorney fees and cost of appeal, and shall have the sole authority to determine whether or not to appeal any determination made by the Internal Revenue Service or by a lower court. The Trustee also shall reimburse any Beneficiary for any interest or penalties in respect of tax claims hereunder upon receipt of documentation of same. (Ff) Unless (contemporaneously with his submission of the written instrument referred to in paragraph (a) hereof) a Beneficiary furnishes documentation in form and substance satisfactory to the Trustee that no withholding is required with respect to a payment to be made to him from the Trust, the Trustee may deduct from any such payment any federal, state or local taxes required by law to be withheld by the Trustee. (g) The Trustee shall incur no liability provide the Grantors with respect written confirmation of the fact and time of any commencement of payments hereunder within 10 business days after any payments commence to making or refraining from a Beneficiary. The Grantors shall notify the Trustee in the same manner of any payments it commences to make to a Beneficiary pursuant to the Plans. (h) The Trustee shall be fully protected in making any payments payment or any calculations in accordance with the provisions of this paragraph NINESection 7. (G) The liability of the Trustee to make the payments specified herein shall be limited to the funds and property which have been received by it as Trustee hereunder, including all income therefrom and increments thereof less employment taxes payable under this paragraph.

Distribution of Trust Assets. (a) Subject to the provisions of paragraph (b) below, at such time as a Beneficiary is entitled to a payment under any of the Plans, the Beneficiary shall be entitled to receive from the Trust (i) an amount in cash equal to the amount to which the Beneficiary is entitled under the Plan or Plans at such time, less (ii) any payments previously made to the Beneficiary by the Grantor with respect to such amount pursuant to the terms of the Plans. The commencement of payments from the Trust shall be conditioned on the Trustee’s prior receipt of a written instrument from the Beneficiary in a form satisfactory to the Trustee containing representations as to (A) The the amount to which the Beneficiary is entitled under the Plans, (B) the fact that the Beneficiary has requested the payment of such amount from the Grantor shall deliver pursuant to the Trustee a schedule terms of the Plans, (the "Payment Schedule") that provides (1C) the amounts payable in amount, if any, the Beneficiary has received from the Grantor under the Plans with respect of each Beneficiaryto such amount, and (2) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (3D) the form in which such amounts are amount to be paid to the Beneficiary by the Trust (as provided for or available under i.e., the Plans), difference between (A) and (4C) the time of commencement for payment of such amountsabove). Except as otherwise provided herein, the The Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule. (B) The Grantor or the administrator of the Plan is responsible provision for the determination reporting and reporting withholding of any federalfederal and state taxes (other than FICA, state FUTA or local taxes taxes) that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall be responsible for remitting pay such amounts withheld to the appropriate taxing authorities authorities. Notwithstanding the foregoing, the Grantor must direct the Trustee if any tax withholding is required on a payment subject to state/local taxes in a state/locality other than the state/locality in which the participant currently resides (“Non-resident taxes”). If applicable, the Grantor shall direct the Trustee to remit any FICA, FUTA or determine local taxes with respect to the benefit payments to the Grantor and the Grantor shall have the responsibility for determining, reporting and paying the FICA, FUTA or local taxes to the appropriate taxing authorities. The Grantor shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Grantor’s failure to properly withhold and remit FICA, FUTA or local taxes in connection with payments from the Trust, or for failure to direct the Trustee regarding withholding on any payment subject to Non-resident taxes. All payments to a Beneficiary from the Trust shall be made in accordance with the provisions of the applicable Plan and any applicable requirements of Section 409A of the Code. Grantor shall indemnify and hold Trustee harmless in making any payment in accordance with the provisions of this paragraph. (b) The Trustee shall make or commence payment to the Beneficiary in accordance with the Beneficiary’s representations not later than 20 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any such amounts have been reportedpayment and not later than 7 business days after its receipt of the Beneficiary’s representations, withheld the Trustee will request in writing the Grantor’s agreement that the Beneficiary’s representations are accurate with respect to the amount, fact, and paid by time of payment to the TrusteeBeneficiary. The Trustee shall have no responsibility under this paragraph NINE enclose with respect to withholding and reporting except that it shall withhold such amounts for taxes as directed by the Grantor or the administrator request a copy of the Plan Beneficiary’s representations and pay such written advice to the Grantor or the administrator of the Plan for remittance that it must respond to the appropriate governmental agency. The Trustee may assume Trustee’s request on or before the responsibility for 20th day (which date shall be set forth in such written advice) after the determination and reporting of taxes that may be required to be withheld and for remitting amounts withheld Beneficiary furnished such representations to the appropriate taxing authorities only if Trustee. If the Trustee and the Grantor or administrator of the Plan specifically agree Grantor, in a writing that delivered to the Trustee, and not agrees with the Beneficiary’s representations in all respects, or if the Grantor or administrator of does not respond to the Plan, shall have this responsibility. (C) The entitlement of a Beneficiary to benefits under the Plan shall be determined Trustee’s request by the Grantor20th day deadline, the administrator of the Plan or such party (which Trustee shall not be the Trustee) as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (D) The Grantor may make payment of benefits directly to Beneficiaries as they become due under in accordance with the terms of Beneficiary’s representations. If the Plans. The Grantor shall notify advises the Trustee in writing on or before the 20th day deadline that it does not agree with any or all of the Beneficiary’s representations, the Trustee immediately shall take whatever steps it in its decision to sole discretion, deems appropriate, including, but not limited to, make payment of benefits directly prior to the time amounts are payable to Beneficiaries. In additionany uncontested amount, if the principal as well as a review of the Trustnotice furnished by the Grantor to attempt to resolve the difference(s) between the Grantor and the Beneficiary. If, however, the Trustee is unable to resolve such difference(s) to its satisfaction within 60 business days after its receipt of the Beneficiary’s representations, the Trustee shall make payment at such time and in such form and manner as is allowed under the Plans as of the date first stated above and as the Trustee, in its sole discretion, selects as applicable to such amounts and in accordance with Section 409A of the Code. Grantor shall indemnify and hold Trustee harmless in making or refraining from making any earnings thereon, are not sufficient to make payments of benefits payment in accordance with the terms provisions of the Plans, the Grantor shall make the balance of each such payment as it falls due. The Trustee shall notify the Grantor where principal and earnings are not sufficientthis paragraph. (Ec) Notwithstanding any other provision of the Trust Agreement to the contrary, the Grantor Trustee shall make payments hereunder, or the administrator of the Plan shall direct the Trustee hereunder to make such payments Beneficiaries before such payments are otherwise due under the provisions of paragraph (b) above and after a Change of Control if it determinesis directed by the Grantor acting in good faith, based on a written opinion of legal counsel, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a Beneficiary, or a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves a Beneficiary, that (i) any Plan fails to meet the requirements of Section 409A of the Code, including without limitation 409A(b), and (ii) a Beneficiary has recognized or will in that taxable year recognize as income for federal income tax purposes with respect to amounts that are or will be payable to the Beneficiary under the Plans before they Plans; provided, however, that the accelerated payment of any amounts hereunder that are paid subject to Code Section 409A shall only be made to the extent the Plan fails to meet the requirements of Code Section 409A and the regulations thereunder and the amount of any such Beneficiarypayment shall not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and the regulations thereunder. (Fd) The Grantor may make payment of benefits directly to a Beneficiary as they become due under the terms of the Plans, and may request reimbursement for such payments upon presentation of appropriate evidence of payment to the Trustee. Grantor shall notify the Trustee of its decision to make payments of benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if the principal of the Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, Grantor shall make the balance of each payment as it falls due. The Trustee shall notify the Grantor where principal and earnings are not sufficient. The Trustee shall not be liable for the inadequacy of the Trust to pay all amounts due under the Plans. (e) Unless (contemporaneously with the Beneficiary’s submission of the written instrument referred to in paragraph (a) hereof) a Beneficiary furnishes documentation in form and substance satisfactory to the Trustee that no withholding is required with respect to a payment to be made to the Beneficiary from the Trust, the Trustee may deduct from any such payment any federal, state or local taxes required by law to be withheld by the Trustee. (f) The Trustee shall incur no liability provide the Grantor with respect written confirmation of the fact and time of any commencement of payments hereunder within 10 business days after any payments commence to a beneficiary. The Grantor shall notify the Trustee in the same manner of any payments it commences to make to a Beneficiary pursuant to the Plans. (g) Grantor shall indemnify and hold Trustee harmless in making or refraining from making any payments payment or any calculations in accordance with the provisions of this paragraph NINE. Section 6, in particular but not limited to (Gi) The liability making payments to one Beneficiary before payments are made to other Beneficiaries, and (ii) making payments without determination of whether there are sufficient assets in the Trust to satisfy the known or unknown claims of all of the Trustee to make the payments specified herein shall be limited to the funds and property which have been received by it as Trustee hereunder, including all income therefrom and increments thereof less employment taxes payable under this paragraphBeneficiaries.