Common use of Establishment of Trust Clause in Contracts

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. (a) In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shallwill, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee shall will fund the such Trust in an amount sufficient to satisfy any and all Expenses the reasonably anticipated at indemnification and advancement obligations of the time of each such request Company to be incurred the Indemnitee in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating for which Indemnitee has demanded indemnification and/or advancement prior to an Indemnifiable Eventthe Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this Agreement. (b) The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall Funding Obligation will be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall will provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust shall may not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall will advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall Company will continue to be funded by fund the Company Trust in accordance with the funding obligation set forth above, Funding Obligation; (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for which the Indemnitee shall be is entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company New York law (without regard to its conflicts of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining laws rules) governs the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees)will consent to the exclusive jurisdiction of Delaware Court of Chancery, claims, liabilities, loss, and damages arising out in accordance with Section 25 of or relating to this Agreement or the establishment and maintenance of the TrustAgreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by Indemnitee and upon the Indemniteeexecution and delivery to the Company of an undertaking providing that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee Indemnitee; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by Indemnitee and the Company or, if Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust for the benefit of the Indemnitee (“Trust”) and from time to time-to-time upon written request of Indemnitee by the Indemnitee, shall fund the such Trust in an amount sufficient to satisfy any and all Expenses Expenses, judgments, penalties, fines and settlement amounts actually and reasonably incurred by or on behalf of such Indemnitee or claimed, reasonably anticipated at the time of each such request or proposed to be incurred paid in connection accordance with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventthe terms of this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the prior written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (“Trustee”) shall advance, within ten two business days of a request by the IndemniteeIndemnitee and in accordance with Article V of this Agreement, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the IndemniteeIndemnitee and agreed to by the Company. Nothing in this Section 7 Article IX shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the The Company shall, upon written request by Indemnitee, will create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company's Board of Indemnitee shall Directors, fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the "Trustee") will advance, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company's indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, otherwise no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change The Company may, in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemniteeits sole discretion, create a Trust trust (the "Trust") for the benefit of the Indemnitee and and, to the extent such Trust has been created, from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including Advanced Amounts) which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of If the Trust is established, the terms thereof shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the "Trustee") shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses Advanced Amounts to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c3(b)(ii) of this Agreementhereof), (iii) ; the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than a Potential Change in Control approved by a majority the Board of Directors of the directors on Company prior to the Change in Control or in the event of such a Change in Control that has been so approved, if the Board who were directors immediately prior to such Change determines in Control) its discretion that this Section 12 should still apply, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee Indemnitee; and from time to time upon written request of Indemnitee the Company shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred incurred, and any and all judgments, fines, penalties and settlement amount actually paid or claimed, reasonably anticipated or proposed to be paid, in connection with investigatingany pending or competed action, preparing for, participating in, and/or defending any Proceeding relating suit or proceeding pursuant to an Indemnifiable Eventwhich a claim for indemnification or advancement may be applied for by Indemnitee pursuant to this Agreement. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business 15 days after receipt of a request by the Indemnitee, any and all Expenses Expenses, judgments, fines or settlement amounts to the Indemnitee for which funding has been provided (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement10 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) the Trustee trustee shall promptly pay to Indemnitee, from and to the Indemnitee extent such trust has been funded, all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdictionFinal Judgment, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen an Independent Counsel or another independent person agreed upon by the Company and the Indemnitee. Nothing in this Section 7 12 shall relieve the Company of any of its obligations under this AgreementAgreement or under applicable law, the Company’s Certificate of Incorporation or By-Laws. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Notwithstanding the foregoing, the Company shall pay all costs have the right, in its sole discretion, in lieu of establishing creating and maintaining funding such trust, to purchase and maintain one or more bonds or other forms of adequate security from an insurance company, surety company or similar source reasonably acceptable to Indemnitee, for the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating amounts which it would otherwise be required to place in trust pursuant to this Agreement or the establishment and maintenance of the TrustSection 12.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Expense reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that upon a Change in Control, (iI) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust "Trust" for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee Indemnitee; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee ("the Trust") and from time to time time, upon written request of Indemnitee Indemnitee, shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to under the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that on a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and provided that the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c) of this Agreement2.3 above), (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth abovein this Section 6, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon Corporation on a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 6 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust Trust, and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company's Board of Indemnitee shall Directors, fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten .within two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company's indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund such Trust, to the Trust extent permitted by law, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten (10) business days of a request by the Indemnitee, upon Indemnitee's having made the undertaking required under Section 2(a) hereof, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in of Control (other than or a Change in of Control approved by a majority of any of the directors on Companies, the Board who were directors immediately prior to such Change in Control) the Company Companies shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change of Control of any of the Companies, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses (any determination concerning the reasonableness of the Expenses shall be made by the Reviewing Party) to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company Companies for Expense Advances under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Companies upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee, and shall be a financial institution that is not affiliated with Indemnitee. Nothing in this Section 7 4 shall relieve the Company Companies of any of its their obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. (a) In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shallwill, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee shall will fund the such Trust in an amount sufficient to satisfy any and all Expenses the reasonably anticipated at indemnification and advancement obligations of the time of each such request Company to be incurred the Indemnitee in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating for which Indemnitee has demanded indemnification and/or advancement prior to an Indemnifiable Eventthe Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this Agreement. (b) The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall Funding Obligation will be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall will provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust shall may not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advancewill advance Expenses, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall Company will continue to be funded by fund the Company Trust in accordance with the funding obligation set forth above, Funding Obligation; (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for which the Indemnitee shall be is entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company terms of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs provide that New York law (without regard to its conflicts of establishing and maintaining laws rules) will govern the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out will consent to the exclusive jurisdiction of or relating to this Agreement or the establishment and maintenance Court of Chancery of the TrustState of Delaware, in accordance with Section 25 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all Indemnification Agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee the Company shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any situation in which Independent CounselLegal Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten (10) business days of a request by the Indemnitee, upon Indemnitee's having made the undertaking required under Section 2(a) hereof, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund such trust in such amounts as the Trust in an amount sufficient Board may determine to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust any trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (viv) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by a person or entity satisfactory to the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. (a) In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shallwill, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee shall will fund the such Trust in an amount sufficient to satisfy any and all Expenses the reasonably anticipated at indemnification and advancement obligations of the time of each such request Company to be incurred the Indemnitee in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating for which Indemnitee has demanded indemnification and/or advancement prior to an Indemnifiable Eventthe Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this Agreement. (b) The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall Funding Obligation will be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall will provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust shall may not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advancewill advance Expenses incurred by Indemnitee, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall Company will continue to be funded by fund the Company Trust in accordance with the funding obligation set forth above, Funding Obligation; (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for which the Indemnitee shall be is entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company New York law (without regard to its conflicts of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining laws rules) governs the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees)will consent to the exclusive jurisdiction of Delaware Court of Chancery, claims, liabilities, loss, and damages arising out in accordance with Section 25 of or relating to this Agreement or the establishment and maintenance of the TrustAgreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding proceeding relating to an Indemnifiable Eventany indemnifiable event covered herein. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that (i) the Trust trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c3(a) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 3(g) shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust.

Establishment of Trust. In the event of a Potential Change in of Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change of Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses (any determination concerning the reasonableness of the Expenses shall be made by the Reviewing Party) to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee, and shall be a financial institution that is not affiliated with Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(cSECTION 2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 SECTION 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company’s Board of Indemnitee shall Directors, fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company’s indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the inthe Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) The Company hereby deposits with the Trustee in trust $__________, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of meeting the Company's Premium Obligations and of the Company's general creditors, as herein set forth. The Insureds and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Insureds and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of a Change Insolvency, as defined in Control Section 3(a) hereof. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other than a Change property in Control approved trust with the Trustee to augment the principal to be held, administered and disposed of by a majority of the directors on Trustee, as provided in this Trust Agreement. Neither the Board who were directors immediately prior Trustee nor any Insured or beneficiary shall have any right to compel such Change in Controladditional deposits. (f) the The Company shall, upon written request by Indemniteeas soon as possible, create a Trust for but in no event later than ninety (90) days following the benefit establishment of the Indemnitee and from time this Trust, make an irrevocable contribution to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant equal to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the TrustPremium Obligations.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company Corporation for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the that Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdictionjurisdiction or arbitral tribunal, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, promptly upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time time, upon written request by or on behalf of Indemnitee to the Company, shall fund the such Trust in an amount amount, as set forth in such request, sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Board Action or Arbitration or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be an independent third party chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreementhereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In 2.1 The Company hereby makes an initial deposit with the event Trustee of a Change in Control one hundred dollars (other than a Change in Control approved by a majority $100) which shall become the initial principal of the directors on Trust to be held in trust, administered and disposed of by the Board who were directors immediately prior to such Change Trustee as provided in Control) this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust make such further deposits in cash in an amount that is sufficient to satisfy any and all Expenses reasonably anticipated at pay such Participant the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or severance amounts to be deposited in which such Participant is or may become entitled under the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemniteeapplicable Agreement, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company amounts either are delayed in accordance with the funding obligation set forth above, (iv) Six Month Rule or depend on the Trustee shall promptly pay to Participant’s termination after the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseChange of Control, and to maintain such amounts until the obligations hereunder are fully paid. 2.2 The Trustee, shall establish a separate account (veach an “Account”) all unexpended funds in under the Trust for each Participant, to which it shall revert credit contributions it receives which are to be paid by the Company upon a final determination by the Independent Counsel to that Participant under his or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company. 2.3 Subject to Section 16.2, the Trust is irrevocable and may not be chosen by amended or modified except to the Indemnitee. Nothing in this extent provided under Section 7 shall relieve 16.1. 2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of any subpart E, part I, subchapter J, chapter 1, subtitle A of its obligations under this Agreementthe Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets held in shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be reported as income payable by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust from its separate funds and shall indemnify the Trustee not be charged against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising or paid out of or relating to this Agreement or the establishment and maintenance of the Trust. 2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent. 2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

Establishment of Trust. In order to secure the event obligations of the Company to indemnify and to advance Expenses to Indemnitee pursuant to this Agreement, upon a Change in of Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Company, the Company shall, upon written request by Indemnitee, create or its successor or assign shall establish a Trust (the "Trust") for the benefit of the Indemnitee Indemnitee, the trustee (the "Trustee") of which shall be chosen by the Company and which is reasonably acceptable to the Indemnitee. Thereafter, from time to time time, upon receipt of a written request of Indemnitee from Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Liabilities and Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventfor which the Company may indemnify Indemnitee hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected jointly by the Company and the Indemnitee. The terms of the Trust shall provide that except upon the consent of the Indemnitee and the Company, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advanceadvance to the Indemnitee, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and Expenses, the Indemnitee hereby agrees agreeing to reimburse the Trustee of the Trust under the same circumstances for all Expenses so advanced if a final determination is made by a court in a final adjudication from which there is no further right of appeal that the Indemnitee would is not entitled to be required to reimburse the Company indemnified under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (iv) the Trustee shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel selected by Indemnitee or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the funding of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company establishment of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income not, in any way, diminish the Company's obligation to indemnify Indemnitee against Expenses and Liabilities to the full extent required by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the TrustAgreement.

Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been received amounts, if any, which fully indemnified satisfy the Company's obligation to indemnify Indemnitee under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change potential business combination or change in Control (other than a Change in Control approved by a majority control of the directors on Corporation of the Board who were directors immediately prior type required to such be reported under Item 1 of Form 8-K promulgated under the Exchange Act (collectively, a "Change in Control) "), the Company Corporation shall, upon written request by the Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including, without limitation, Advanced Amounts) which are actually paid (but not as yet reimbursed) or which the Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCorporation under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of the Trust shall provide that following its establishment: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty (20) days of a request by the Indemnitee, any and all Expenses Advanced Amounts to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c3(b)(ii) of this Agreement), hereof; (iii) the Trust Corporation shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified Indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Company, as hereinafter defined, the Company shall, upon written request by Indemniteethe Director, create a Trust trust for the benefit of the Indemnitee Director and from time to time upon written request of Indemnitee the Director shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably that may properly be subject to indemnification under Section 3 above anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventrequest. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing this funding obligation shall be determined by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, if any, the Independent Counselexecutive committee of the Board of Directors or the President of the Corporation. If all such individuals are parties to the Proceeding, if any, the amount or amounts to be deposited in the trust shall be determined by independent legal counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, Director; (ii) the Trustee trustee shall advance, within ten two (2) business days of a request by the IndemniteeDirector, any and all Expenses amount properly payable to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company director under Section 2(c) 3 of this Agreement), ; (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee shall promptly pay to the Indemnitee Director all amounts for which the Indemnitee Director shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended expended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee Director has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the IndemniteeDirector and shall be a national or state chartered commercial bank. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on At the assets held time of each draw from the trust fund, the Director shall provide the trustee with a written request providing that the Director undertakes to repay such amount to the extent that it is ultimately determined that the Director is not entitled to such indemnification. Any funds, including interest or investment earnings thereon, remaining in the Trust trust shall revert and be reported as income by paid to the Company for federalif (i) a Change in Control has not occurred and (ii) the Board of Directors, state, local, and foreign tax purposes. The Company shall pay all costs the executive committee of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out Board of or relating to this Agreement Directors or the establishment and maintenance President of the TrustCompany determines that the circumstances giving rise to that particular funding of the trust no longer exists.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee Indemnitee; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. (a) In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, : (i) upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee, with the Indemnitee and trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee shall Indemnitee, fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. , and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. (b) Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than Five Hundred Thousand Dollars ($500,000) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses. (c) The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Counsel. Legal Counsel referred to above is involved. (d) The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth aboveherein, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any Indemnitee and all Expenses upon the execution and delivery to the Indemnitee (and Company of an undertaking providing that the Indemnitee hereby agrees undertakes to reimburse repay the Trust under advance to the same circumstances for which extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), Company; (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advancemake advances of Expenses, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any Indemnitee and all Expenses upon the execution and delivery to the Indemnitee (and Company of an undertaking providing that the Indemnitee hereby agrees undertakes to reimburse repay the Trust under advance to the same circumstances for which extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), Company; (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, Indemnitee any and all Expenses to the Indemnitee Indemnitee; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification or to be held harmless pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified and held harmless under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Potential Change in of Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that (i) that, upon a Change of Control, the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), (iii) any required determination concerning the reasonableness of the Expenses to be made by the Reviewing Party, the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee, and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 16 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 13(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advancemake advances of Expenses, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee ; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 13(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 24 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee Indemnitee; (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust Indemnitee and shall be reported as income approved by the Company for federalCompany, state, local, and foreign tax purposes. The Company which approval shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trustnot be unreasonably withheld.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In After the event occurrence of a Change in Control (other than a Change in Control approved by a majority Control, upon the request of the directors on the Board who were directors immediately prior to such Change in Control) Indemnitee, the Company shall, upon written request by Indemnitee, shall create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request of Indemnitee time, when requested by Indemnitee, shall fund the Trust in an amount sufficient to satisfy any and all Interim Expenses and Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventProceeding. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by Special Legal Counsel. In making such determination, the Independent CounselSpecial Legal Counsel shall consider, among other things, any continuing availability of D&O Insurance as a source to pay such Interim Expenses and Expenses. The terms of the Trust shall provide that that (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, within ten business thirty (30) days of a request by the Indemnitee, any and all Interim Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse repay the Trust under the same circumstances for which the Indemnitee would be required to reimburse repay the Company under Section 2(c) of this Agreement7.1), ; (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to under Section 2 and/or Section 8.3 of this Agreement or otherwise, and Agreement; and (ve) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Special Legal Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement and that, as a matter of law, no further Proceedings may be instituted against Indemnitee with respect to which Indemnitee may be entitled to indemnification under this Agreement. The Trustee trustee (the “Trustee”) shall be a bank or trust company chosen by the Company and reasonably satisfactory to Indemnitee. Nothing in this Section 7 9 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed or reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all indemnification agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which determination the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change of Control (ia) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (iib) the Trustee trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(a) of this Agreement), (iiic) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (ivd) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (ve) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the "Trustee") shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by a person or entity satisfactory to the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) Company hereby deposits with Trustee in trust Ten Dollars ($10.00) which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan Participants and general creditors as herein set forth. Plan Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of a Change Insolvency, as defined in Control Section 3(a) herein. (other than a Change in Control approved by a majority e) In addition to depositing the Ten Dollars ($10.00) necessary to establish the initial principal of the directors on the Board who were directors immediately prior Trust pursuant to such Change in Control) Section 1(a), the Company shallshall also deposit, upon written request by Indemnitee, create a Trust for no later than 45 days following the benefit effective date of the Indemnitee and Trust Agreement, an amount which equates to the funds deferred (plus accrued earnings as provided in the Plan) by the Plan Participants pursuant to the Plan through March 31, 2000. Thereafter, no later than 45 days following the end of each calendar quarter, the Company shall deposit funds deferred (plus accrued earnings as provided in the Plan) by Plan Participants in such calendar quarter; provided, however, the Company may instead make periodic deposits of funds concurrently with the deferrals made by Plan Participants to the extent Plan Participants have selected investment options that are authorized Trust investments. No later than 45 days following the end of each calendar year (or from time to time upon written request at the discretion of Indemnitee the Company in order to assure adequate funding of the Trust and proper crediting of Plan Participant deferrals and related earnings), the Company shall fund deposit additional funds into the Trust in an amount sufficient to satisfy any and all Expenses reasonably pay each Plan Participant the anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited benefits as provided in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the TrustPlan.

Establishment of Trust. In the event of a Change (a) The Company hereby deposits with Trustee in Control (other than a Change in Control approved by a majority trust $100.00, which shall become part of the directors on principal of the Board who were directors immediately Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The predecessor trustee shall transfer to the Trustee the amounts currently held in Trust hereunder prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit appointment of the Indemnitee and Trustee. The Company shall have the right to make additional deposits from time to time upon written request in its sole discretion. (b) The Trust as amended and restated hereunder shall be irrevocable. (c) The Trust is intended to be a grantor trust, of Indemnitee which the Company is the grantor, within the meaning of Subpart E, part I, subchapter J, chapter I, subtitle A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and shall fund be construed accordingly. (d) The Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against their Employer. Any assets held by the Trust in an amount sufficient will be subject to satisfy any the claims of the Company's general creditors under federal and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited state law in the Trust event of Insolvency, as defined in Section 3(a) herein. (e) The Trustee agrees to accept additional deposits made by the Company pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide Section 1 (a) hereof, and contributions that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses are paid to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded it by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Trust Agreement. Such additional deposits and contributions shall be in cash or in such other form that may be acceptable to the Trustee, including but not limited to policies of life insurance. The Trustee shall be chosen have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposesTrustee. The Company shall pay all costs have the sole duty and responsibility for the determination of establishing the accuracy and maintaining sufficiency of the Trust deposits and shall indemnify contributions to be made under the Plan, the transmittal of the same to the Trustee against and compliance with any and all expenses (including attorneys’ fees)statute, claims, liabilities, loss, and damages arising out of regulation or relating rule applicable to this Agreement or the establishment and maintenance of the Trustcontributions.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, otherwise no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.]

Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by IndemniteeIndemnified Party, create a Trust trust for the benefit of the Indemnitee Indemnified Party (and possibly others as described below) and from time to time upon written request of Indemnitee Indemnified Party shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated expenses and other amounts for which indemnification may be sought under this Agreement and which at the time of each such request are reasonably anticipated to be incurred incurred, are proposed to be paid by Indemnified Party, have actually been paid by Indemnified Party or have actually been claimed in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventa proceeding. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Independent CounselCompany and Indemnified Party or, if they are unable to reach such mutual agreement within ten days after any such request by Indemnified Party for funding, by a Reviewing Party who is selected in accordance with Section 9 of this Agreement as if a Change of Control had occurred. In determining any such amounts, the parties or the Reviewing Party (as the case may be) shall take into account the availability of any amounts under any directors' and officers' liability insurance. At the Company's discretion, the trust created by the Company at the request of the Indemnified Party pursuant to the foregoing obligation may also be for the benefit of other existing or former officers, directors or employees of the Company with respect to indemnification and advancement of expenses, and may be a trust previously created and existing at the time for the benefit of any such persons. If and to the extent authorized by the parties or Reviewing Party, as the case may be, when determining the amounts to be deposited in the trust; the trust may commingle and combine into one or more funds amounts held for Indemnified Person and such other persons. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the IndemniteeIndemnified Party, (ii) the Trustee trustee shall advance, advance within ten business twenty days of a request by the IndemniteeIndemnified Party, any and all Expenses expenses to the Indemnitee Indemnified Party (and the Indemnitee Indemnified Party hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee Indemnified Party would be required to reimburse the Company under Section 2(c) 7 of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall pay promptly pay (but in any event within sixty days after a written claim for indemnification) to the Indemnitee Indemnified Party all amounts for which the Indemnitee shall be Indemnified Party is entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee Indemnified Party has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be an individual or entity chosen by the Indemnitee. Nothing in this Section 7 shall relieve Indemnified Party and approved by the Company of any of its obligations under this Agreement(whose approval shall not be unreasonably withheld). All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee trustee against any and all expenses (including without limitation attorneys’ ' fees), claims, liabilities, loss, losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust. Nothing in this Section 14 shall relieve the Company of any of its obligations under this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement3 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be an institutional trustee with a highly regarded, national reputation chosen by the Indemnitee. Nothing in this Section 7 5 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company’s Board of Indemnitee shall Directors, fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company’s indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, promptly upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time time, upon written request of Indemnitee to the Company, shall fund the such Trust in an amount amount, as set forth in such request, sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request request, if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, and any and all judgments, fines, penalties and settlement amounts actually and reasonably incurred by or on behalf of Indemnitee in connection with investigatingany such Proceeding from time to time actually paid or claimed, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount reasonably anticipated or amounts proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten two (2) business days of a request by the IndemniteeIndemnities, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), 8); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Board, arbitrator or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 13 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 hereof is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten business calendar days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement4 hereof), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. (a) In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, : (i) upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee, with the Indemnitee and trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee shall fund the Trust such trust, provide an irrevocable letter of credit, or other collateral or other financial arrangement satisfactory to Indemnitee, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. , and any and all judgments, fines, penalties and settlement amounts of any end all Claims relating to en Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. (b) Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than Five Hundred Thousand Dollars ($500,000) (whether in cash or an irrevocable letter of credit) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses. (c) The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Counsel. Legal Counsel referred to above is involved. (d) The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth aboveherein, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (vvi) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change The Company may, in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemniteeits sole discretion, create a Trust trust (the “Trust”) for the benefit of the Indemnitee and and, to the extent such Trust has been created, from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including Advanced Amounts) which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of If the Trust is established, the terms thereof shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses Advanced Amounts to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c3(b)(ii) of this Agreementhereof), (iii) ; the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) The Company hereby establishes the event Trust with the Trustee, consisting of a Change in Control (such sums of money and other than a Change in Control approved by a majority of property acceptable to the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and Trustee as from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined paid and delivered to and accepted by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse from the Company under Section 2(c) of this Agreement(the "Trust Fund"), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposesTrustee. The Company shall pay all costs have the sole duty and responsibility for the determination of establishing the accuracy or sufficiency of the contributions to be made under the Plan. All such money and maintaining other property paid or delivered to and accepted by the Trustee shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable; notwithstanding the fact that the Trust is irrevocable, the Company may terminate the Plan to the extent permitted by its terms. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as amended, and shall be construed accordingly. The Company represents and warrants to the Trustee that the Plan is not and shall not be subject to Part 4 of Title I of ERISA. (d) The principal of the Trust and any earnings thereon shall indemnify be held separate and apart from other funds of the Trustee against Company and shall be used exclusively for the purposes of paying benefits to the Participant under the Plan, expenses of the Trust and, in the event of Insolvency, obligations of the Company to its general creditors as herein set forth. The Participant and his beneficiaries shall have no preferred claim on, nor any and all expenses (including attorneys’ fees)beneficial ownership interest in, claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be unsecured contractual rights of the Participant and his beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) herein. (e) In addition to the contributions necessary to meet the funding requirement described in Section 2, the Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Participant or any beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such potential Change in Control) , the Company shall, upon on written request by Indemnitee, create a Trust trust for the benefit of Indemnitee ("the Indemnitee Trust") and from time to time upon on written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to under the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that on a Change in Control: (ia) the The Trust shall not be revoked or the principal thereof invaded without the written consent of Indemnitee. (b) The Trustee shall be chosen by Indemnitee subject to approval by the Indemnitee, (ii) the Company. The Trustee shall advance, within ten 10 business days of after a request by the Indemnitee, any and all Expenses to the Indemnitee (and the provided that Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), . (iiic) the The Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, in this Section 6. (ivd) the The Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to under this Agreement or otherwise, and . (ve) all All unexpended funds in the Trust shall revert to the Company upon on a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 6 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.this

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) CEG hereby adopts and establishes with Trustee the event Trust consisting of a Change in Control such sums of cash (other than a Change in Control approved by a majority of the directors on "principal") that currently constitute the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and as from time to time upon written request shall be paid to Trustee to be held, administered, and disposed of Indemnitee by Trustee as provided in this Trust Agreement. The principal of the Trust and any earnings thereon (the "Trust Assets") shall fund be held by Trustee and shall be dealt with in accordance with the provisions of this Trust Agreement until all payments required by this Trust Agreement have been made. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which CEG is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The Trust Assets shall be held separate and apart from other funds of CEG and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any Trust Assets. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against CEG. Any Trust Assets will be subject to the claims of CEG's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) As soon as practicable, but no later than the last business day, which for purposes of this Trust Agreement shall be defined as any day the New York Stock Exchange is open for business ("Business Day"), of the month following the month in which a payment of compensation subject to a deferral election under the Plan would otherwise have been paid, CEG shall be required to irrevocably contribute cash to the Trust in an amount sufficient equal to satisfy such Deferred Compensation, plus any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigatingMatching Contributions related thereto, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by extent the Independent CounselPlan requires such funding. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days have no obligation to compute or compel such contribution(s). (f) The Board of a request Directors of CEG may at any time by resolution amend the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would contribution requirements of Section 1(e) hereof such that CEG will not be required to reimburse make additional contributions of cash to the Company Trust or will be required to make only a stated percentage of the contributions otherwise required under Section 2(c1(e) hereof. If Section 1(e) is so amended, contributions of this Agreement), (iii) cash to the Trust over and above the amounts required under Section 1(e) if amended, will be in the sole discretion of CEG pursuant to Section 1(g) hereof. Trustee shall continue have no obligation to compute or compel such contribution(s). (g) CEG, in its sole discretion, may at any time or from time to time, make additional deposits of cash in trust with Trustee to augment the Trust Assets to be funded held, administered and disposed of by the Company Trustee as provided in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Neither Trustee nor any Plan participant or beneficiary shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of have any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of right or relating obligation to this Agreement or the establishment and maintenance of the Trustcompel such additional deposits.

Establishment of Trust. In the event of a Potential Change in Control (other than a Change as defined in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in ControlSection 10(e) hereof), the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and and, from time to time upon written request of Indemnitee Indemnitee, shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c1(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 1(d) shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company The Corporation shall, upon receipt of a written request from Director/Executive Officer, certifying, inter alia, that Director/Executive Officer has reasonable grounds to believe that Director/Executive Officer may be made a party to a Proceeding for which Director/Executive Officer may be entitled to be indemnified by Indemniteethe Corporation under this Agreement, create a Trust (the “Trust”) for the benefit of Director/Executive Officer, the Indemnitee and from Trustee of which shall be chosen by Director/Executive Officer. From time to time time, upon receipt of a written request of Indemnitee from Director/Executive Officer, the Corporation shall fund the Trust in an amount amounts sufficient to satisfy any and all Losses and Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventfor which the Corporation may indemnify Director/Executive Officer hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Director/Executive Officer and the Independent CounselCorporation or, if the Corporation and Director/Executive Officer are unable to reach such an agreement, by independent legal counsel selected by Director/Executive Officer. The terms of the Trust shall provide that except upon the consent of Director/Executive Officer and the Corporation, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the IndemniteeDirector/Executive Officer, (ii) the Trustee shall advanceadvance to Director/Executive Officer, within ten business twenty (20) days of a request by the IndemniteeDirector/Executive Officer, any and all Expenses to the Indemnitee (and the Indemnitee Expenses, Director/Executive Officer hereby agrees agreeing to reimburse the trustee of the Trust for all Expenses so advanced if it shall ultimately be determined by a Court in a final adjudication from which there is no further right of appeal that Director/Executive Officer is not entitled to be indemnified under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth abovein this section, (iv) the Trustee shall promptly pay to the Indemnitee all Director/Executive Officer any amounts for to which the Indemnitee Director/Executive Officer shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel independent legal counsel selected by Director/Executive Officer or a court of competent jurisdiction, as the case may be, Court that the Indemnitee Director/Executive Officer has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust in question under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shallshall promptly, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee and “Trust”) and, from time to time upon written request of Indemnitee by Indemnitee, shall fund the Trust in an amount sufficient to satisfy (a) any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and (b) any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the “Trustee”), shall advanceadvance to Indemnitee, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreementabove), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee, with the Indemniteeapproval of the Company (which approval shall not be unreasonably withheld or delayed). Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on Agreement or any provision of the assets held Charter Documents or other agreement now or hereafter in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposeseffect. The Company shall pay all costs of establishing and maintaining the Trust and shall agree to indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior has occurred or is reasonably likely to such Change in Control) occur, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating claim for indemnification hereunder, and any and all judgments, fines, penalties and settlement amounts of any and all claims for indemnification from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Article 12 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of Control, the directors on the Board who were directors immediately prior to such Change in Control) the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses claims hereunder, including Expenses, reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or or defending any Proceeding relating to an Indemnifiable Eventas described in Paragraphs 3 and 4. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control, (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust trust shall revert to the Company Corporation upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Paragraph 12 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust.

Establishment of Trust. In the event Upon receipt of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request from Indemnitee for advancement of Expenses or indemnification pursuant to this Agreement, the Corporation shall create a grantor trust (the "Trust"), the trustee of which shall be chosen by Indemnitee. Upon receipt of any such written request from Indemnitee, create a Trust for the benefit of the Indemnitee and Corporation shall from time to time upon written request of Indemnitee shall fund the Trust in an amount amounts sufficient to satisfy any and all Expenses and Liabilities that are reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventand for which the Corporation may indemnify Indemnitee under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing this funding obligation shall be determined by mutual agreement of Indemnitee and the Corporation or, if Indemnitee and the Corporation are unable to reach such agreement, by Independent CounselLegal Counsel selected by Indemnitee and shall be used exclusively for the uses and purposes set forth in the Trust. The terms of the Trust shall provide that that: (i1) the Trust shall not be revoked or the principal thereof invaded without the written consent of Indemnitee and the IndemniteeCorporation; (2) Indemnitee shall not have any preferred claim to, or any beneficial ownership in, any assets of the Trust prior to the time that such assets are paid to Indemnitee as provided in the Trust; (ii3) the Trustee shall advance, within ten business days of a request by the Indemnitee, the trustee of the Trust shall advance to Indemnitee amounts sufficient to satisfy any and all Expenses Expenses, provided that Indemnitee shall have executed and delivered to the Indemnitee (Corporation the written affirmation and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be written undertaking required to reimburse the Company under by Section 2(c3(a) of this Agreement), ; (iii4) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above, in this Section 3(b); (iv5) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and Agreement; and (v6) all unexpended funds in the Trust shall revert to the Company upon Corporation on a final determination either by the Independent Legal Counsel selected by Indemnitee or by a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company , EOP shall, upon written request by the Indemnitee, create a Trust trust for the benefit of the Indemnitee ("Trust") and from time to time-to-time upon written request of Indemnitee by the Indemnitee, shall fund the such Trust in an amount sufficient to satisfy any and all Expenses Expenses, judgments, penalties, fines and settlement amounts actually and reasonably incurred by or on behalf of such Indemnitee or claimed, reasonably anticipated at the time of each such request or proposed to be incurred paid in connection accordance with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventthe terms of this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the prior written consent of the Indemnitee, (ii) the Trustee trustee of the Trust ("Trustee") shall advance, within ten two business days of a request by the IndemniteeIndemnitee and in accordance with paragraph 5 of this Agreement, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust shall continue to be funded by the Company EOP in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the such Trust shall revert to the Company EOP upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the IndemniteeIndemnitee and agreed to by EOP. Nothing in this Section 7 9 shall relieve the Company EOP of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, otherwise no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ ' fees), claims, liabilities, loss, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In 1.1 The Company hereby establishes with the event Trustee a Trust consisting of a Change in Control (such sums of cash, marketable securities and such other than a Change in Control approved by a majority of property acceptable to the directors on the Board who were directors immediately prior to such Change in Control) the Company Trustee as shall, upon written request by Indemniteein accordance with Article II, create a Trust for be paid or delivered to the benefit of Trustee and the Indemnitee earnings and from time to time upon written request of Indemnitee shall fund profits thereon. All such cash, marketable securities and other property, all investments made therewith and proceeds thereof, less the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated payments or other distributions which, at the time of each such request reference, shall have been made by the Trustee, as authorized herein, are referred to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in herein as the "Trust pursuant to the foregoing funding obligation Fund" and shall be determined held by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the IndemniteeTrustee, (ii) the Trustee shall advanceIN TRUST, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the provisions of this Agreement. 1.2 The Trustee shall promptly pay to hold, manage, invest and otherwise administer the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification Trust Fund pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen responsible for contributions actually received by it and such other obligations as it undertakes hereunder. The amount of each contribution by the IndemniteeCompany to the Trust Fund shall be determined in the sole discretion of the Company, subject to the terms of this Agreement requiring contributions during a Potential Change in Control Period and upon a Change in Control (as each term is defined in Section 2.7 of this Agreement). 1.3 Subject to the provisions of Article X of this Agreement, the Company and the Trustee agree that the Trust created herein shall not be revocable by the Company. Nothing The Trust established hereunder is intended to be a grantor trust within the meaning of Section 671 of the Internal Revenue Code of 1986, as thereafter amended, and all property contributed to the Trust and interest and other income earned on the investments of the Trust shall be held in trust in accordance with this Agreement, but shall be considered the property of, and taxable to, the Company. 1.4 To the extent provided in this Section 7 Agreement, the Trustee shall relieve maintain in an equitable manner a separate bookkeeping Account for each Plan or group of Plans, as provided in Schedule A hereto, in which it shall keep a separate record of the Company interest of such Participant or Beneficiary under each Plan and Account under the Trust Fund. For purposes of this Agreement, the interest of each Participant and Beneficiary payable from the Trust Fund with respect to any Plan shall be determined by multiplying the Participant's or Beneficiary's vested benefit under the Plan (as of its obligations the date the Participant and Beneficiary becomes entitled to payments under the Plan) by the ratio obtained by dividing the total assets for the Account (as determined in accordance with Article IV of this Agreement) in which the Plan is included by the total vested liabilities for all Plans included within such Account. The Company's Corporate Vice President - Investment Management, shall certify to the Trustee at the time of each contribution to the Trust Fund the amount of such contribution being made in respect of each Account established under this Agreement. All income earned on the assets held in If the Trust Fund receives contributions in excess of the amounts initially contributed pursuant to Section 2.1, the Trust Fund shall be reported revalued by the Trustee as income of the last business day of each calendar quarter (or more frequently, at the request of the Company) at current market values, as determined by the Trustee. At the discretion of the Company, each Participant in each Plan with respect to which an Account has been established or his Beneficiary shall be entitled to receive from the Company, or such person as is designated by the Company for federal("delegate"), statea semi-annual statement of his entitlement with respect to each such Plan and Account. During a Potential Change in Control Period and upon a Change in Control, local, and foreign tax purposes. The Company such statements shall pay all costs of establishing and maintaining the Trust be provided on a quarterly basis and shall indemnify be required to be sent by the Trustee against any and all expenses to such Participants (including attorneys’ feesor their Beneficiaries, if applicable), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all judgments, losses, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, losses, liabilities, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to the Corporation. Nothing in this Section 12 shall relieve the Corporation of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Corporation or, if the Corporation and Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 9(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both Indemnitee and the Corporation, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (iib) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all advance Expenses to Indemnitee in accordance with the Indemnitee procedures set forth in Section 7(a); (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiic) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company Corporation upon a final determination mutual agreement by Indemnitee and the Corporation or, if Indemnitee and the Corporation are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 9(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 21 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount (the “Trust Fund Amount”) which is the lesser of (i) the total of all sums sufficient to satisfy any and all Expenses the expenses (including attorneys’ fees) reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding proceeding that is indemnifiable under this Agreement, plus any and all judgments, fines, penalties and settlement amounts relating to an Indemnifiable Eventthe proceeding from time to time actually paid or claimed, or reasonably anticipated or proposed to be paid or (ii) Five Million Dollars ($5,000,000). The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation Fund Amount shall be determined by the Independent CounselReviewing Party. The Company shall maintain funds in the trust account in the Trust Fund Amount, depositing such additional amounts as may be appropriate as a result of disbursements from the account or increases which, from time to time, may occur in the Trust Fund Amount. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten twenty (20) business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c6(a) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding finding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by the Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, for participating in, and/or and defending any Proceeding relating which is subject to an Indemnifiable Eventindemnification under this Agreement. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselparties making the determination under Section 5(b) hereof. The terms of the Trust trust shall provide that upon a Change in Control: (ia) the Trust trust shall not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c4(c) of this Agreement), ; (iiic) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, above (ivd) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (ve) all unexpended funds in the Trust trust shall revert to the Company Corporation upon a final determination by the Independent Counsel parties making the determination provided under Section 5(b) hereof, or a final determination by a court of competent jurisdictionjurisdiction (as to which all rights of appeal therefrom have been exhausted or have lapsed), as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 14 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee trustee against any and all expenses (including including, without limitation, attorneys’ feesfees and costs), claims, liabilities, losslosses, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust.

Establishment of Trust. In the event of a Potential Change in of Control (other than a Potential Change in of Control approved by a majority the Board of Directors of the directors on Company prior to the Change of Control or in the event of such a Change of Control that has been so approved, if the Board who were directors immediately prior to such Change determines in Control) its discretion that this Section 12 should still apply, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee Indemnitee; and from time to time upon written request of Indemnitee the Company shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred incurred, and any and all judgments, fines, penalties and settlement amount actually paid or claimed, reasonably anticipated or proposed to be paid, in connection with investigatingany pending or competed action, preparing for, participating in, and/or defending any Proceeding relating suit or proceeding pursuant to an Indemnifiable Eventwhich a claim for indemnification or advancement may be applied for by Indemnitee pursuant to this Agreement. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that that, upon a Change of Control, (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business fifteen (15) days after receipt of a request by the IndemniteeXxxxxxxxxx, any and all Expenses Expenses, judgments, fines or settlement amounts to the Indemnitee for which funding has been provided (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement10 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) the Trustee trustee shall promptly pay to Indemnitee, from and to the Indemnitee extent such trust has been funded, all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdictionFinal Judgment, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen an Independent Counsel or another independent person agreed upon by the Company and the Indemnitee. Nothing in this Section 7 12 shall relieve the Company of any of its obligations under this AgreementAgreement or under applicable law, the Company’s Certificate of Incorporation or By-Laws. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Notwithstanding the foregoing, the Company shall pay all costs have the right, in its sole discretion, in lieu of establishing creating and maintaining funding such trust, to purchase and maintain one or more bonds or other forms of adequate security from an insurance company, surety company or similar source reasonably acceptable to Indemnitee, for the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating amounts which it would otherwise be required to place in trust pursuant to this Agreement or the establishment and maintenance of the TrustSection 12.

Establishment of Trust. In (a) The Employers hereby deposit with the Trustee in trust $1,000.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which each Employer is the grantor with respect to its Separate Account, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Employers and shall be used exclusively for the uses and purposes of Plan Participants and general creditors as herein set forth. Plan Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants and their beneficiaries against the Employers. Any assets held in an Employer's Separate Account under the Trust will be subject to the claims of such Employer's general creditors under federal and state law in the event of a Change Insolvency, as defined in Control Section 4(a) herein. (other than a Change e) The Employers, in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shalltheir sole discretion, upon written request by Indemniteemay at any time, create a Trust for the benefit of the Indemnitee and or from time to time time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan Participant or beneficiary shall have any right to compel such additional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon written request a Change of Indemnitee Control of the Company, as defined in the Plan, each Employer shall fund (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount sufficient amount, as determined by an Independent Committee, as defined below, which when added to satisfy any and all Expenses reasonably anticipated at the time total value of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the assets of the Employer's Separate Account under the Trust pursuant at such time equals the total present value of all benefits accrued under the Plan with respect to such Employer's respective Plan Participants and beneficiaries as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the foregoing funding obligation shall be Trust in amounts sufficient, as determined by the Independent Counsel. The terms Committee, to maintain the total value of the assets in the Employer's Separate Account under the Trust shall provide at an amount equal to the total present value of all benefits accrued under the Plan with respect to such Employer's respective Plan Participants and beneficiaries. (g) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that a Participant transfers employment between Employers participating in this Trust, (i) the Employer from which the Participant is transferred shall as soon as possible, but in no event more than 30 days following the date of such transfer, make an irrevocable contribution to the Trust shall not be revoked or in an amount, as determined by the principal thereof invaded without Company, which equals the written consent total present value of the Indemniteebenefits accrued under the Plan with respect to such transferring Participant as of the date on which the transfer occurred or, if less, an amount equal to the total present value of all benefits accrued under the Plan with respect to such Employer's respective Plan Participants and beneficiaries, and (ii) immediately following the Employer's contribution described in (i), the Trustee shall advance, within ten business days of a request by transfer assets from the Indemnitee, any and all Expenses transferring Employer's Separate Account to the Indemnitee (and Separate Account of the Indemnitee hereby agrees Employer to reimburse which the Trust Participant is being transferred in an amount equal to the total present value of the benefits accrued under the same circumstances for Plan with respect to such transferring Participant as of the date on which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttransfer occurred.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior has occurred or is reasonably likely to such Change in Control) occur, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating claim for indemnification hereunder, and any and all judgments, fines, penalties and settlement amounts of any and all claims for indemnification from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Article 12 shall relieve the Company or the Guarantor of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust.

Establishment of Trust. In Following the event occurrence of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such any ----------------------- Potential Change in Control) , the Company shallCompany, upon receipt of a written request by from Indemnitee, shall create a Trust (the "Trust") for the benefit of Indemnitee, the Indemnitee and from trustee of which shall be a bank or similar financial institution with trust powers chosen by Indemnitee. From time to time time, upon the written request of Indemnitee Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Losses and Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventby Indemnitee for which indemnification may be available under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement or, in any event, a Change in Control has occurred, by Independent CounselLegal Counsel (selected pursuant to Section 9.1). The terms of the Trust shall provide that that, except upon the prior written consent of Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded without the written consent invaded, other than to make payments to unsatisfied judgment creditors of the IndemniteeCompany, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iiib) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (ivc) the Trustee shall promptly pay or advance to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (vd) all unexpended funds in the Trust shall revert to the Company upon a final determination Determination by the Independent Legal Counsel (selected pursuant to Section 9.1) or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all Indemnification Agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten 10 business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court the Court of competent jurisdictionChancery, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) Company hereby deposits with Trustee in trust $1 in cash, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Agreement. (b) The Trust hereby established shall be revocable by Company. (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and earnings (if any) thereon, shall be held separate and apart from other funds of Company or a Participating Affiliate and shall be used exclusively for the uses and purposes of Plan participants and general creditors of Company and Participating Affiliates as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company or a Participating Affiliate. Any assets held by the Trust will be subject to the claims of Company's and, to the extent set forth below, Participating Affiliates' general creditors under federal and state law in the event of a Change Insolvency, as defined in Control Section 3(a) herein. (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Controle) the Company shallmay at any time, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and or from time to time upon written request time, make additional deposits of Indemnitee cash or shares of common stock of Company ("Common Stock") in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Agreement. Trustee shall fund not have any right to compel such additional deposits. (f) When Company deposits cash or Common Stock with Trustee, Company shall inform Trustee in writing of the Trust Plan participant with respect to whom such deposit is made and of the Participating Affiliate by which such Plan participant is employed. Trustee shall establish and maintain a separate recordkeeping account in the name of each Plan participant and shall credit that recordkeeping account with a number of units (referred to as "Share Value Equivalent Units," or "SVEUs") equal to the number of shares of Common Stock deposited by Company with Trustee with respect to that Plan participant. Trustee shall also credit the recordkeeping account maintained in the name of each Plan participant with the amount of cash deposited by Company with Trustee with respect to that Plan participant. Trustee shall also credit the recordkeeping account maintained in the name of each Plan participant with an amount sufficient equal to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms earnings (if any) of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, on any and all Expenses assets credited to the Indemnitee recordkeeping account maintained in the name of that Plan participant, other than cash dividends paid with respect to the Common Stock (and the Indemnitee hereby agrees which shall be paid over to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with Section 5). When Trustee uses cash credited to a recordkeeping account maintained in the funding obligation set forth abovename of a Plan participant to purchase shares of Common Stock, (iv) the recordkeeping account maintained in the name of that Plan participant shall be reduced to reflect the amount of cash used to purchase the shares of Common Stock and the recordkeeping account maintained in the name of that Plan participant shall be credited with a number of SVEUs equal to the number of shares of Common Stock so purchased. Trustee shall promptly pay allocate the assets of the Trust to separate accounts or sub-trusts based on the Indemnitee all amounts for Participating Affiliate by which the Indemnitee shall be entitled to indemnification pursuant to this Agreement Plan participant is employed, so that each separate account or otherwise, and (v) all unexpended funds in sub-trust will contain only those assets associated with the Trust shall revert to the Company upon a final determination by the Independent Counsel recordkeeping accounts of employees or a court former employees of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the TrustParticipating Affiliate.

Establishment of Trust. In order to secure the event obligations of the Company to indemnify and to advance Expenses to Indemnitee pursuant to this Agreement, upon a Change in of Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Company, the Company shall, upon written request by Indemnitee, create or its successor or assign shall establish a Trust (the "Trust") for the benefit of Indemnitee, the Indemnitee trustee (the "Trustee") of which shall be chosen by the Company and shall be reasonably acceptable to Indemnitee. Thereafter, from time to time time, upon receipt of a written request of Indemnitee from Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Liabilities and Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventfor which the Company may indemnify Indemnitee hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected jointly by the Company and Indemnitee. The terms of the Trust shall provide that except upon the consent of Indemnitee and the Company, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advanceadvance to Indemnitee, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Expenses, Indemnitee hereby agrees agreeing to reimburse the Trustee of the Trust for all Expenses so advanced if a final determination is made by a court in a final adjudication from which there is no further right of appeal that Indemnitee is not entitled to be indemnified under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (iv) the Trustee shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel selected by Indemnitee or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the funding of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company establishment of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income not, in any way, diminish the Company's obligation to indemnify Indemnitee against Expenses and Liabilities to the full extent required by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the TrustAgreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Specified Change in Control) , the Company shall, upon written request by IndemniteeCovered Person, create a Trust trust for the benefit of Covered Person (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee Covered Person shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the IndemniteeCovered Person, (ii) the Trustee (as defined below) shall advance, within ten five business days of a request by the IndemniteeCovered Person, any and all Expenses to the Indemnitee Covered Person (and the Indemnitee Covered Person hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee Covered Person would be required to reimburse the Company under Section 2(c2(d) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee Covered Person all amounts for which the Indemnitee Covered Person shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee Covered Person has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust (the “Trustee”) shall be chosen by the IndemniteeCovered Person. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In (a) The Company hereby establishes the event Trust with the Trustee, consisting of a Change in Control (such sums of money and other than a Change in Control approved by a majority of property acceptable to the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and Trustee as from time to time upon written request shall be paid and delivered to and accepted by the Trustee from the Company (the “Trust Fund”). The Trustee shall have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Trustee. The Company shall have the sole duty and responsibility for the determination of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at accuracy or sufficiency of the time of each such request contributions to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating made under the Plan. All such money and other property paid or delivered to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined and accepted by the Independent Counsel. The terms Trustee shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Rabbi Trust Agreement. (b) The Trust hereby established shall provide be irrevocable; notwithstanding the fact that the Trust is irrevocable, the Company may terminate the Plan (or any of them) at any time. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The Company represents and warrants to the Trustee that: (i) the Plan for which benefits are or may become payable under this Trust shall is not be revoked or the principal thereof invaded without the written consent subject to Part 4 of the Indemnitee, Title I of ERISA; and (ii) the Trustee shall advancePlan covers, within ten business days and will cover, only (x) a select group of a request management or highly compensated employees as contemplated by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c401(a) of this Agreement)ERISA and interpretations, (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseopinions, and rulings of the Department of Labor thereunder or (vy) all unexpended funds participants in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court an excess benefit plan as defined in Section 3(36) of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. ERISA. (d) The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the purposes of paying Participants under the Plan, expenses of the Trust and, in the event of Insolvency, obligations of the Company to its general creditors as herein set forth. The Participants and their beneficiaries shall have no preferred claim on, nor any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Rabbi Trust Agreement shall be unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) herein. (e) In addition to the contributions necessary to meet the Trust Funding Requirement (as defined in Section 2), the Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Rabbi Trust Agreement. Neither the Trustee nor any Participant or beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. In (a) The Trust is hereby adopted and shall be comprised, held and disposed of as set forth in this Trust Agreement. Tenneco has contributed certain assets to the event Trust. Subject to the terms and conditions explicitly set forth herein, the Trust hereby established is irrevocable. (b) The Trust is intended to be a grantor trust, within the meaning of a Change in Control (other than a Change in Control approved by a majority subpart E, part I, subchapter J, chapter 1, subtitle A of the directors on Internal Revenue Code of 1986, as amended, (the Board who were directors immediately prior to such Change in Control"Code") the Company shall, upon written request by Indemnitee, create a Trust for the benefit and shall be construed accordingly. (c) The principal of the Indemnitee Trust, and any earnings thereon shall be held separate and apart from time to time upon written request other funds of Indemnitee shall fund the Trust in an amount sufficient to satisfy any Tenneco and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventPackaging. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms assets of the Trust shall provide be divided between two funds, Fund A and Fund B, and the earnings of each Fund shall be allocated only to that Fund. Except as required by law, Fund A shall be used exclusively for the uses and purposes of Plan participants. Except as required by law, Fund B shall be used exclusively for making payments to entities to whom amounts are owed as contemplated by Section 14 hereof (ithe "Professionals"). (Plan participants and their beneficiaries and the Professionals are referred to collectively herein as the "Beneficiaries.") the Trust The Beneficiaries shall not be revoked or the principal thereof invaded without the written consent have no beneficial ownership interest in any assets of the Indemnitee, (ii) Trust. Any rights of the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust Beneficiaries created under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(cPlan(s) of or this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee Agreement shall be entitled to indemnification pursuant to this Agreement unsecured contractual rights of the Beneficiaries against the Trust, Packaging or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, Tenneco as the case may be, that the Indemnitee has been fully indemnified under the terms . Notwithstanding any term or provision of this Trust Agreement. The Trustee , this Trust Agreement shall not, and shall not be chosen by the Indemnitee. Nothing deemed to, in this Section 7 shall relieve the Company any way amend, supercede or otherwise modify any term or provision of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, agreement between any Beneficiary and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.. Any

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "TRUST") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company Corporation for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the that Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, shall create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded (except as provided in any of the circumstance described in the following clauses (ii) through (iv)), without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c3(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by a person or entity reasonably satisfactory to the Indemnitee. Nothing in this Section 7 5 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company Brand Pharma shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventEvent and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee on the same terms and conditions as provided in Section 2(c) (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company Brand Pharma under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company Brand Pharma in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company Brand Pharma upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust (the “Trustee”) shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company Brand Pharma of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company Brand Pharma for federal, state, local, and foreign tax purposes. The Company Brand Pharma shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. (a) In the event of a Potential Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shallwill, upon written request by IndemniteeXxxxxxxxxx, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) and from time to time upon written request of Indemnitee shall will fund the such Trust in an amount sufficient to satisfy any and all Expenses the reasonably anticipated at indemnification and advancement obligations of the time of each such request Company to be incurred the Indemnitee in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating for which Indemnitee has demanded indemnification and/or advancement prior to an Indemnifiable Eventthe Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this Agreement. (b) The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall Funding Obligation will be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall will provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust shall may not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall will advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall Company will continue to be funded by fund the Company Trust in accordance with the funding obligation set forth above, Funding Obligation; (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for which the Indemnitee shall be is entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company New York law (without regard to its conflicts of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining laws rules) governs the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees)will consent to the exclusive jurisdiction of Nevada Courts, claims, liabilities, loss, and damages arising out in accordance with Section 25 of or relating to this Agreement or the establishment and maintenance of the TrustAgreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventProceeding. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business seven (7) days after the receipt by the Trustee of a request by the Indemniteestatement or statements from Indemnitee requesting such advance, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) 7 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.this

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the IndemniteeXxxxxxxxxx, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee Xxxxxxxxxx would be required to reimburse the Company under Section 2(c2(b) of this Agreementhereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than a Potential Change in of Control which has been approved by a majority of the directors on the Company’s Board of Directors who were directors immediately prior to such Potential Change in of Control) ), the Company shall, upon written request by Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Expense reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.