Common use of Establishment of Trust Clause in Contracts

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation, 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 Corporation 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 Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the Corporation. Any assets held by the Trust will be subject to the claims of the Corporation's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust One Hundred Dollars ($100 or such other amount as determined by the Corporation, 100.00) 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 is revocable by Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Corporation 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) Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan and general creditors as herein set forth. The Executive and his beneficiaries . (f) No Plan Beneficiary shall have no any preferred claim on, or any beneficial ownership interest in, any assets asset of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries Plan Beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (eg) Upon a Change of Control, Company shall immediately make an irrevocable contribution to the Trust as required by Section 5 of the Plan. The Corporation Trustee shall make additional deposits have no duty to enforce any funding obligations of cash or other property in trust with the Company and the duties of the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required governed solely by the terms of the Deferral this Trust Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation160,862, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participants and general creditors creditors, as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1 in cash, 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 irrevocablerevocable by Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 (if any) thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company may at any time, or from time to time, make additional deposits of cash or other property shares of common stock of Company ("Common Stock") in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall not have any right to compel such additional deposits. (f) When Company deposits cash or Common Stock with Trustee, except as may be required by the terms Company shall inform Trustee in writing of the Deferral AgreementPlan participant with respect to whom such deposit is made. 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 equal to earnings (if any) of the Trust on any assets credited to the recordkeeping account maintained in the name of that Plan participant, other than cash dividends paid with respect to the Common Stock (which shall be paid over to Company in accordance with Section 5). When Trustee uses cash credited to a recordkeeping account maintained in the name of a Plan participant to purchase shares of Common Stock, 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.

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation, 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. (cb) The Trust is intended to be a grantor trust, of which the Corporation 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. (dc) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement SERP and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (ed) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with Company may from time to time make, or cause to be made, contributions to the Trustee in trust $100 Trust of cash or such other amount as determined by property, including insurance contracts and/or marketable securities, which are acceptable to the CorporationTrustee, including common stock of the Company, and which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Except as provided in Section 2(c) and (d), neither the Trustee nor any Covered Employee or beneficiary shall have any right to compel such contributions. (b) The Except as provided in Section 4 hereof, the Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the “Code”), 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 Corporation Company and shall be used exclusively for the uses and purposes of providing benefits to the Executive Covered Employees and general creditors as herein set forth. The Executive Covered Employees and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Covered Employees and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the ---------------------- Trustee in trust Ten Dollars ($100 or such other amount as determined by the Corporation, 10) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (ba) The Trust hereby established shall be irrevocable. (cb) The Trust is intended to be a grantor trust, of which the Corporation 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. (dc) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan Participants and general creditors as herein set forth. The Executive Plan Participants (and his beneficiaries their beneficiaries) shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan Participants (and his beneficiaries their beneficiaries) against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (ed) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan Participant (or any of his beneficiaries beneficiary) shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company may from time-to-time deposit with the Trustee in trust $100 or such other amount as determined by shares of common stock of the CorporationCompany, which shall become assets constitute 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 Corporation Company is the grantor, within the meaning of subpart Subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Internal Revenue Code”), and shall be construed accordingly. (d) The principal of the Trust, Participants and any earnings thereon shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the Corporationtheir Employer. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Trustee agrees to accept additional deposits of cash or other property in trust with made by the Trustee Company pursuant to Section 1 (a) hereof, and contributions that are paid to it by the Company in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Such additional deposits and contributions shall be solely in the form of shares of common stock of the Company. 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 the accuracy and sufficiency of the deposits and contributions to be made under the Plan, the transmittal of the same to the Trustee nor the Executive and compliance with any statute, regulation or any of his beneficiaries shall have any right rule applicable to compel additional deposits, except as may be required by the terms of the Deferral Agreementcontributions.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1,506,707, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Fixed Growth Program Plan participants and general creditors creditors, as herein set forth. The Executive Fixed Growth Program Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Fixed Growth Program of the Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Fixed Growth Program Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationassets listed in Exhibit A, which shall become the principal of the Trust to be held, administered 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participants and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a1(d) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered administered, and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive any Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall deposit with the Trustee Trustee, in trust $100 or such other amount as determined by the Corporationtrust, cash contributions from time to time, 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 Corporation 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust the sum of $100 or such other amount as determined by the Corporation100.00, 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, but is subject to termination in accordance with Section 12 hereof. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive Executives and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Employment Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Executive Executives and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencythat the Company is considered Insolvent, as defined in Section 3(a) herein. (e) The Corporation As soon as practical following the end of each calendar year, or otherwise as required pursuant to the Employment Agreements, the Company shall make additional deposits of contribute in cash or other property in trust with to the Trustee in accordance with hereunder an amount equal to the contributions required to be made pursuant to the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Employment Agreements. The Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall not have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreementsuch contributions.

Establishment of Trust. (a) The Corporation hereby deposits Company shall initially deposit amounts with the Trustee in trust $100 or such other amount as determined by the Corporation, 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 Corporation 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 Trust Fund shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan Participants, their beneficiaries and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationan amount, 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 Corporation Company is the grantor, within the meaning of subpart E, part I, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcash and/or property shown on Appendix B, 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 Corporation 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, Trust and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and their beneficiaries and Company's general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation Company shall make additional deposits irrevocable contributions to the Trust of cash or other property in trust with the acceptable to Trustee in accordance with the pursuant to any applicable terms of the Deferral Agreement Plans. In addition, Company, in its sole discretion, may at any time, or from time to time, make additional irrevocable contributions of cash or other property acceptable to the Trustee. Such additional contribution shall augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither The Trustee shall have no responsibility or authority in connection with the Trustee determination of the amounts to be transferred to it from time to time as contributions of the Company, nor shall it have any authority on behalf of the Executive Trust or any participant to bring any action or proceeding to enforce the collection of his any such amount. (f) Upon a Change of Control of Company as to anywith respect to a Plan (as Change of Control is defined by suchthe applicable Plan), (1) Company shall, as soon as possible, but in no event later than two business days preceding the date payment of benefits is due under such Plan due to the Change of Control, make an irrevocable contribution to the Trust of cash or other property acceptable to Trustee that is sufficient, when added to the then principal of the Trust and after consideration of benefits to be paid pursuant to the other Plans, to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries shall have any right are entitled pursuant to compel additional deposits, except as may be required by the terms of the Deferral AgreementPlan as of the date on which the Change of Control occurred, and (2) Company or Recordkeeper (as defined in Section 2(a) below) shall deliver to Trustee a Payment Schedule (as defined in Section 2(a) below) for the Plan indicating the benefits which have accrued as of the Change in Control or become payable due to the Change in Control.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation______, 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 irrevocablerevocable by Company. (c) The Trust is intended to be a grantor trust, trust of which the Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings earning thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a3 (a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Employer hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation$ , which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.Trust, (b) The Trust hereby established shall be irrevocable., (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), 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 Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the Corporationtheir particular Employer. Any assets attributable to an Employer held by the Trust will be subject to the claims of the Corporation's general creditors of such Employer under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. Neither the Trustee nor the Executive any Plan participant or any of his beneficiaries beneficiary shall have any the right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.,

Establishment of Trust. (a) The Corporation Employer hereby deposits with the Trustee in trust the sum of $100 or such other amount as determined by the Corporation100, 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 Corporation Employer 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 Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationEmployer. Any assets held by the Trust will be subject to the claims of the CorporationEmployer's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Within 30 days following the end of each Plan year, except as may Employer shall be required by to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Plan participant or beneficiary the benefits payable pursuant to the terms of the Deferral AgreementPlan as of the close of the Plan year.

Establishment of Trust. (a) The Corporation Each Company hereby deposits with the Trustee in trust $100 or such other amount amounts, as determined by the Corporationit determines from time to time, 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 Corporation 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan Participants and general creditors of each individual Company as herein set forth. The Executive and his beneficiaries Plan Participants shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries Plan Participants against the CorporationCompany. Any assets held by the Trust will shall be subject to the claims of the Corporationonly each individual Company's general creditors under federal and state law in the event of a particular Company's Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries Plan Participant shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined 10.00 which, together with additional amounts and securities hereafter deposited by the CorporationCompany with Trustee pursuant to the Plan, 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, trust of which the Corporation 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, 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive participants and general creditors of the Company as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement instrument shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreementinstrument. Neither the Trustee nor the Executive any participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Bank hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationtrust, assets 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 Corporation Bank is the grantor, within the meaning of subpart E, part I1, 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 Corporation Bank and shall be used exclusively for the uses and purposes of the Executive Benefit Plan participants and general creditors as herein set forth. The Executive Benefit Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Benefit Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Benefit Plan participants and his their beneficiaries against the CorporationBank. Any assets held by the Trust will be subject to the claims of the CorporationBank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(aIII(a) herein. (e) The Corporation Trustee shall make be accountable for all property and Contributions received, but the Trustee shall have no duty to see that the Contributions received are sufficient to provide for the retirement, disability, or death benefits, nor shall the Trustee be obligated to enforce or collect any Contribution from the Bank. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Article XIII), the Trustee shall have the right to monitor, enforce and/or collect any Contributions due and owing from the Bank or to give notice of any default in making Contributions to any person. (f) Within 75 (seventy-five) days following the end of each calender year, Bank shall, if necessary, be required to irrevocably deposit additional deposits of cash or other property to the Trust in trust with an amount sufficient to pay each Benefit Plan participant or beneficiary the Trustee in accordance with benefits payable pursuant to the terms of the Deferral Agreement Benefit Plan as of the close of such calendar year(s). (g) Upon (i) a Change in Control, (ii) the death of a Benefit Plan participant, or (iii) termination of employment with respect to augment a Benefit Plan participant, following a Change in Control, Bank shall as soon as possible, but in no event longer than seventy-five (75) days following such event, make an additional irrevocable contribution to the principal Trust in an amount that is sufficient to pay each Benefit Plan participant or beneficiary the benefits to which such Benefit Plan participants or his/her beneficiaries would be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have any right entitled pursuant to compel additional deposits, except as may be required by the terms of the Deferral AgreementBenefit Plan as of the date such event occurred.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcash and/or marketable securities, if any, listed in Appendix B, 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 Corporation Company is the grantor, within the meaning of subpart E, part 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Trustee shall not be obligated to receive any cash and/or property pursuant to this Section 1 unless prior thereto Trustee has agreed that such cash and/or property is acceptable to Trustee and Trustee has received such reconciliation, allocation, investment or other information concerning, or representation with respect to, the cash and/or property as Trustee may require. Trustee shall have no duty or authority to (a) require any deposits to be made under the Plan or to Trustee, (b) compute any amount to be deposited under the Plan to Trustee, or (c) determine whether amounts received by Trustee comply with the Plan. Assets of the Trust may, in Trustee's discretion, be held in an account with an affiliate of Trustee. (1) Upon a Potential Change of Control (as defined in Section 14 hereof), the Company shall make, as soon as possible, but in no event later than fifteen (15) business days following the Potential Change of Control, a contribution (which contribution shall be, except as may otherwise provided in Sections 1(g)(2), 3, and 13 hereof, an irrevocable contribution) to the Trust in an amount which (when aggregated with the assets then held by the Trust, valued at their then fair market value) is equal to (i) the present value of the maximum benefits in which all Plan participants (or their beneficiaries) would be required by vested pursuant to the terms of the Deferral AgreementPlan(s) as of the date on which the Potential Change of Control occurred (calculated as if such Potential Change of Control were also a "Change of Control" as defined in the relevant Plan and as if any vesting of benefits which the relevant Plan requires upon a Change of Control had already occurred), plus (ii) a reasonable estimated amount for the Trust's expenses during its term (such estimate not to exceed one percent (1%) of such present value). The sum of the amounts described in items (i) and (ii) of the immediately preceding sentence is hereinafter called the "Required Funding Amount." The Company hereby authorizes and directs its chief executive officer, and its chief financial officer, or either of them acting alone, to contribute the Required Funding Amount without the further approval of the board of directors of the Company (the "Board"). Immediately after the Company makes such contribution, the Company shall provide the Trustee with copies of all Plans, to the extent not previously provided, and other information used in the Company's calculation of the Required Funding Amount, as well as its worksheets for such calculation. (2) In the event that, prior to any delivery pursuant to Section 1(g)(1) hereof, the Trust was only nominally funded and that the Company delivers an amount to the Trustee upon a Potential Change of Control pursuant to Section 1(g)(1) hereof, the Trustee will, if directed by the Company and if provided with a written certification from the Company that a Change of Control has not occurred, return substantially all the Trust assets (retaining a nominal portion of such assets as corpus for the continuing Trust) to the Company on the last day of the eighteenth month following the month in which the Potential Change of Control occurred, unless a Change of Control shall have occurred during such eighteen-month period. In the event that, prior to any delivery pursuant to Section 1(g)(1), the Trust had been more than nominally funded by discretionary contributions from the Company which were calculated with reference to the present value of Plan benefits from time to time and that the Company delivers an amount to the Trustee upon a Potential Change of Control pursuant to Section 1(g)(1) hereof, the Trustee will, if directed by the Company and if provided with a written certification from the Company that a Change of Control has not occurred, return the portion of such Section 1(g) (1) delivery which is equal to the sum of (i) Plan benefits attributable solely to Change-of- Control vesting and (ii) the estimate of the Trust's expenses (retaining the balance of the Trust assets as corpus for the continuing Trust) to the Company on the last day of the eighteenth month following the month in which the Potential Change of Control occurred, unless a Change of Control shall have occurred during such eighteen-month period. Such eighteen-month period shall be begun anew (thus postponing any such discretionary return of Trust assets) in the event of any subsequent Potential Change of Control occurring during such initial period or any subsequent period. (3) Following the end of each calendar year which ends after a Potential Change of Control has occurred, unless the assets delivered to the Trustee pursuant to Section 1(g)(1) in connection with such Potential Change of Control (or a portion of such assets) shall have previously been returned to the Company pursuant to Section 1(g)(2) hereof or the Trust shall have previously terminated pursuant to Section 13 hereof, the Company shall recalculate the Required Funding Amount as if such Potential Change of Control had occurred at the end of such calendar year. Not later than sixty (60) days after each such calendar year-end, the Trustee shall give notice to the Company as to the fair market value of assets held in the Trust as of such calendar year-end. If such recalculated Required Funding Amount exceeds the fair market value of the assets then held in the Trust, the Company shall within five days after receipt of information from the Trustee pursuant to the immediately preceding sentence pay (or cause the respective Employers to pay) to the Trustee an amount in cash (or marketable securities or any combination thereof) equal to such excess; provided, however, that if no such information has been received by the Company before the ninetieth (90th) day following the respective calendar year-end, then on or before the ninety-fifth (95th) day the Company shall pay (or cause the respective Employers to pay) to the Trustee an amount in cash (or marketable securities or any combination thereof) equal to the amount so paid the immediately preceding year. The Company hereby authorizes and directs its Chief Executive Officer, and its Chief Financial Officer, or either of them acting alone, to make such additional contributions (or to cause such additional contributions to be made) without the further approval of the Board. (4) The Trustee shall have no obligation to perform any of the calculations provided for herein or to review any such calculations for accuracy.

Establishment of Trust. (a) The Corporation 1.1 Bancshares hereby deposits with the Trustee in trust the sum of $100 or such other amount as determined by the Corporation, 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) 1.2 The Trust hereby established shall be irrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Corporation Bancshares 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) 1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Bancshares and shall be used exclusively for the uses and purposes of the Executive Deferred Compensation Agreement participant(s) and general creditors as herein set forth. The Executive Deferred Compensation Agreement participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Deferred Compensation Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Deferred Compensation Agreement participants and his their beneficiaries against the CorporationBancshares. Any assets held by the Trust will be subject to the claims of the Corporation's Bancshares' general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) 3 herein. (e) The Corporation shall 1.5 Bancshares may, in its sole discretion, at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and administered, or disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive any Deferred Compensation Agreement participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other the amount as determined by the Corporationshown on Appendix Two hereto, 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 is irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits and will deposit with the Trustee in trust $100 or such other amount as determined by the Corporation, 10.00 which shall become the initial 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 Corporation 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 thereon, while held as part of this Trust, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency., as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Notwithstanding Section 1(e) or any other provision of this agreement, except upon a Change of Control, Company shall as may soon as possible, but in no event longer than 10 days following the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be required by entitled pursuant to the terms of the Deferral AgreementPlans as of the date on which Change of Control occurred.

Establishment of Trust. (a) A. The Corporation Employer hereby deposits with the Trustee in trust one hundred dollars ($100 or such other amount as determined by the Corporation, 100) 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) B. The Trust hereby established shall be irrevocable. (c) C. The Trust is intended to be a grantor trust, of which the Corporation Employer is the grantor, within the meaning of subpart E, part I, subchapter J, chapter Chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) D. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere more unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationEmployer. Any assets held by the Trust will be subject to the claims of the CorporationEmployer's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) E. The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. F. If a plan administrator other than the Employer has been appointed pursuant to the Plan, except as such administrator may be required by the terms act on behalf of the Deferral Employer named above for all purposes of this Agreement.;

Establishment of Trust. (a) The Corporation Company hereby establishes the Trust with the Trustee, consisting of such assets as may be contributed to the Trust from time to time. The Trustee hereby agrees and consents to serve as Trustee of the Trust and accepts the Trust on the terms and subject to the provisions set forth herein and agrees to discharge and perform fully and faithfully all of the duties and obligations imposed upon it under the Trust. Upon the execution of this Trust Agreement, the Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation_________, which amount 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 Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A 1A 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets asset of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall from time to time deposit amounts with the Trustee in trust $100 or such other amount as determined by the Corporation, 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. The Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payments of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan; provided that the Company may, in its sole discretion, direct the Trustee to distribute to the Company any portion of the Trust that is not attributable to a Plan participant’s benefit. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation____________, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein). (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Property deposited pursuant to subsection (e) may consist of shares of Company Common Stock, except par value $1.00 ("Shares"). If any Shares are contributed to the Trust, Company shall, by virtue of such contribution, represent that such Shares are validly issued, fully paid, nonassessable and transferrable, subject to the requirements of applicable federal and state securities laws. Company shall further represent that such Shares have been registered on a Form S-8 (or another appropriate registration form) filed with the Securities and Exchange Commission or such contribution to the Trust is otherwise exempt from registration under the Securities Act of 1933, as may be required by amended. Company shall advise Trustee of any limitations on the terms resale of such Shares. Company shall also use its reasonable efforts to register or qualify resales of such Shares under the applicable "blue sky" or state securities laws. (g) Company represents that it shall restrict participation in the Plan to directors and to a "select group of management or highly compensated employees," as that phrase is used in and defined under Sections 201, 301, and 401 of the Deferral AgreementEmployee Retirement Income Security Act of 1974, as amended ("ERISA").

Establishment of Trust. (a) a. The Corporation Employer hereby deposits with the Trustee in trust one hundred dollars ($100 or such other amount as determined by the Corporation, 100) 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) b. The Trust hereby established shall be irrevocable. (c) c. The Trust is intended to be a grantor trust, of which the Corporation Employer is the grantor, within the meaning of subpart E, part I, subchapter J, chapter Chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) d. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationEmployer. Any assets held by the Trust will be subject to the claims of the Corporation's Employer’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) e. The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. f. If a plan administrator other than the Employer has been appointed pursuant to the Plan, except as such administrator may act on behalf of the Employer named above for all purposes of this Agreement; g. [This trust may be required adopted by the terms affiliates of the Deferral AgreementEmployer named above, in order to satisfy their obligations under the Plan, with the knowledge and consent of such Employer. In the event that one or more affiliated employers adopts the Trust, the following rules shall apply notwithstanding anything to the contrary: 1. The powers and obligations reserved for the “Employer” under Sections 5, 7, 8, 9, 10, 11 and 12 shall remain exclusively vested in the entity first named above. 2. For purposes of Sections 2, 3, 4, 6 and 13, “Employer” shall mean, with respect to each separate adopting entity, only that entity. Without limiting the foregoing, the provisions of Section 3 shall apply separately to each such entity, and the assets attributable to an adopting entity’s contributions shall be subject to the claims of only that entity’s general creditors, regardless of the solvency or obligations of any other adopting entity. 3. A separate adopting entity other than the Employer named above may terminate its participation in the Trust, subject to Section 12(b), by written notice to the Trustee and the Employer first named above.]

Establishment of Trust. (a) The Corporation Company hereby deposits deposits, or will shortly hereafter deposit in trust, the sum of $2,500 with the Trustee in trust $100 on or such other amount as determined by the Corporationshortly after execution of this Trust Agreement, which shall become constitute the initial principal of the Trust to be held, administered and disposed of dispersed by the Trustee as provided for 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 Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his beneficiaries Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Arrangements and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationBeneficiaries, as provided for in this Agreement. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits contributions of cash or other property in trust with assets to the Trustee in accordance with the terms of the Deferral Agreement to augment the principal of the Trust to be held, administered administered, and disposed of dispersed by the Trustee as provided for in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries Beneficiary shall have any right to compel such additional depositscontributions. (f) Upon a Change in Control within the meaning of Section 13(e) hereof, except the Company shall, as may be required by soon as possible but in no event longer than ten business days after the terms Change in Control, make an irrevocable contribution to this Trust in an amount that is projected to provide the Trust with sufficient funds to pay each Beneficiary the benefits to which he or she is entitled pursuant to the Arrangements as in effect on the date of the Deferral AgreementChange in Control.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other [insert amount as determined by the Corporationdeposited], 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Executive, his beneficiaries, and general creditors of the Company as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall shall 1. be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel such additional deposits. Notwithstanding the foregoing, except in accordance with Article 7 of the Agreement, Company, in the event of a Change in Control (as may be required defined in the Agreement) and not later than thirty (30) days thereafter, shall deposit into the Trust an amount of cash or marketable securities (other than securities issued by the terms Company or any of its affiliates, or by any person who becomes an affiliate of the Deferral AgreementCompany as a result of a Change in Control or any of such person's affiliates) equal in value to the lump sum payment that would be payable to Executive under the Agreement if, on the effective date of such Change in Control, he were to terminate employment with the Company having attained age 65, and Trustee, in accordance with Section 8(e) hereof, shall enforce such obligation.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcertain assets, which which, together with future contributions and earnings, 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 Corporation 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.. 2 (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust the amount of one million dollars ($100 or such other amount as determined by the Corporation1,000,000), which together with the additional amounts to be deposited as provided below, shall become the principal of the this Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Supplemental Severance Plan and, in the case of W. Xxx Xxxxxx, the Change in Control Agreement. (b) The Trust hereby established shall be irrevocable. (c) The This Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the this Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation and Company and, subject to Section 8 below, shall be used exclusively for the uses and purposes of the Executive Executives and general creditors creditors, as herein set forth. The Executive Executives and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the this Trust. Any rights created under the Deferral Supplemental Severance Plan, Change in Control Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Executives and his their beneficiaries against the CorporationCompany. Any assets held by the this Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein5 below. (e) The Corporation shall Without limiting the mandatory contribution provision of Section 3, 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 in accordance with the terms of the Deferral Agreement 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 any Executive or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with Company and the Trustee in trust $100 or such acknowledge and agree that the cash and/or other amount as determined by the Corporation, which shall become securities that make up the principal of the Trust to will 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 Corporation 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 amendedamended (the “Code”), 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan Participants and other general creditors of the Company as herein set forth. The Executive Plan Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Company may periodically deposit additional deposits of cash or other property to the Trust in trust with an amount sufficient to pay each Plan Participant and beneficiary the Trustee in accordance with benefits payable pursuant to the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Plan. The Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have no duty to calculate such amounts or compel any right deposits or contributions to compel additional deposits, except as may be required by the terms of the Deferral AgreementTrust.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1,000.00, 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 the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall from time to time deposit amounts with the Trustee in trust $100 or and such other amount as determined amounts received by the Corporation, which 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. (c) The Trust is intended to be a grantor trust, of which the Corporation 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, (the “Code”) 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 Corporation Company and Dynegy and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Notwithstanding anything to the contrary herein, except as may in no event shall money and/or property be required by transferred to the terms Trust if prior to such transfer it is known that such transfer would result in adverse tax consequences to a participant or his beneficiaries pursuant to section 409A(b) of the Deferral AgreementCode.

Establishment of Trust. (a) The Corporation hereby deposits Company has deposited, or caused to be deposited, with the Trustee in trust $100 or such other amount as determined by the Corporationassets described in Exhibit A, 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 irrevocableis revocable by Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive making payments to Participants, Beneficiaries and general creditors of the Company as herein set forth. The Executive Participants and his beneficiaries Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his beneficiaries Beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Participant or any of his beneficiaries Beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust the amount of [one million dollars ($100 or such other amount as determined by the Corporation1,000,000)], which together with the additional amounts to be deposited as provided below, shall become the principal of the this Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Supplemental Severance Plan. (b) The Trust hereby established shall be irrevocable. (c) The This Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the “Code”), and shall be construed accordingly. (d) The principal of the this Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation and Company and, subject to Section 8 below, shall be used exclusively for the uses and purposes of the Executive Executives and general creditors creditors, as herein set forth. The Executive Executives and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the this Trust. Any rights created under the Deferral Agreement Supplemental Severance Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Executives and his their beneficiaries against the CorporationCompany. Any assets held by the this Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein5 below. (e) The Corporation shall Without limiting the mandatory contribution provision of Section 3, 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 in accordance with the terms of the Deferral Agreement 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 any Executive or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with Employer shall make an initial contribution to the Trustee in trust $100 or such other amount as determined by the CorporationTrust, 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 Corporation Employer is the grantor, within the meaning of subpart E, part I1, 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 Corporation Employer or any of its subsidiaries and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationEmployer. Any assets held by the Trust will be subject to the claims of the Corporation's general creditors of the Employer and any contributing subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Upon a Change of Control, except as may defined in the Plan, Company shall, as soon as possible, but in no event longer than 60 days following the Change of Control, make an irrevocable contribution to the Trust in any amount that is sufficient to pay each Plan participant or beneficiary would be required by entitled pursuant to the terms of the Deferral AgreementPlan(s) as of the date on which the Change of Control occurred.

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee in trust Five Hundred Thousand Dollars ($100 or such other amount as determined by the Corporation500,000), 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 Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the Corporation. Any assets held by the Trust will be subject to the claims of the Corporation's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Corporation, 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust Ten Dollars ($100 or such other amount as determined by the Corporation10.00), 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 Except as provided elsewhere herein, the Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) After a Change in Control described in Section 1(f) (1) the following shall occur with respect to the Trust. The assets shall be held for participants who had benefit rights under the Plan for which the Trust was created before the Change in Control occurred (the "previous participants"). If the Company makes further contributions for benefits owed to participants under the Plan who first become participants after the change in control, except as may other than contributions for previous participants, such contributions and any insurance contracts or other assets purchased with such contributions shall be required held in a new subtrust separate from any existing subtrust for previous participants. The subtrust for previous participants shall be a separate subtrust, and shall cover all the benefits provided by the terms Plan for a previous participant, including benefits accrued after the Change in Control, and additional contributions made after the Change in Control. (1) A "Change in Control" shall be deemed to have occurred as of the Deferral Agreement.first day that any one or more of the following conditions shall have been satisfied: a. The commencement of proceedings for dissolution or liquidation of the Company; b. A reorganization, merger or consolidation of the Company with one or more unrelated corporations, as a result of which the Company is not the surviving corporation; c. The sale, exchange, transfer or other disposition of shares of the common stock of the Company (or shares of the stock of any person that is a shareholder of the Company) in one or more transactions, related or unrelated, to one or more Persons unrelated to the Company if, as a result of such transactions, any Person (or any Person and its affiliates) owns more than twenty percent (20%) of the voting power of the outstanding common stock of the Company; d. A reorganization, merger or consolidation of the Company with one or more unrelated corporations, if immediately after the consummation of such transactions less than a majority of the board of directors of the surviving corporation is comprised of Continuing Directors. The Continuing Directors shall mean (i) each member of the Board of Directors of the Company, while such person is a member of the Board, who is not the other party to the transaction, as Affiliate or Associate (as these terms are defined in the Exchange Act) of such other party to the transactions, or a representative of such other party or of any such Affiliate or Associate, and was a member of the Board immediately prior to the initial public announcement of a proposal relating to a reorganization, merger or consolidation involving such other party, or an Affiliate or Associate of such other party of (ii) any person who subsequently becomes a member of the Board, while such person is a member of the Board, who is not the other party to the transaction, or an Affiliate or Associate thereof, or a representative of such other party to the transaction or of any such Affiliate or Associate if such person's nomination for election to the Board is recommended or approved by two-thirds of the Continuing Directors then in office:

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust __________________________________ dollars ($100 or such other amount as determined by the Corporation____________________), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participant and general creditors as herein set forth. The Executive Participant and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participant and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive Participant or any of his beneficiaries shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation4,400,000, 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 Corporation Company is the grantor, within the meaning of subpart sub-part E, part I, 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation Within 60 days following the end of the Plan years, ending after the Trust has become irrevocable pursuant to Section 1(b) hereof, Company shall make be required to irrevocably deposit additional deposits of cash or other property to the Trust in trust with an amount sufficient to pay each Plan participant or beneficiary the Trustee in accordance with benefits payable pursuant to the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee Plan as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreementclose of the Plan year.

Establishment of Trust. (a) Company and Trustee hereby amend and restate in all respects the Successor Trust in the form of this Trust Agreement. The Corporation hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation, which shall become the principal of the Trust to shall 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e1) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to Trustee in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel any such additional deposits, except as may be required by the terms of the Deferral Agreementdeposits under this subsection (1).

Establishment of Trust. (a) 1.1 The Corporation hereby deposits with the Trustee shall receive any contributions paid to it in trust $100 cash or such in other amount as determined by the Corporationproperty acceptable to it, which shall become from time to time be transferred to the principal of Trustee by the Company. All contributions so received together with the income therefrom and any other increment thereon (the "Trust to Fund") shall be held, managed and administered and disposed of by the Trustee as provided pursuant to the terms of this Agreement. The amount of contributions by the Company to the Trust Fund shall be determined in this Trust Agreementaccordance with the provisions of Section 1.5 hereof, and the Trustee shall have no duty or responsibility with respect thereto. (b) 1.2 The Trust hereby established shall be irrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Corporation 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) 1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participants and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) 4.1 herein. (e) 1.5 The Corporation Company shall make additional deposits of cash or other property in trust with pay to the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except such amount as may be required by considered appropriate to provide for the terms payment of benefits under the Plan and the expenses of administration of the Deferral AgreementTrust.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other [insert amount as determined by the Corporationdeposited], 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Executive, his beneficiaries, and general creditors of the Company as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation Company shall make additional deposits of cash or marketable securities (other property in trust than securities issued by the Company or any of its current or future affiliates) with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal when and to the extent required by Section 7.2 of the Agreement, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries , and Trustee, in accordance with Section 8(e) hereof, shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreementenforce such obligation.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1.00, 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 the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust Trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreementtrust agreement. Neither the Trustee nor the Executive any plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1.00, 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 the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against Company. In the Corporation. Any event that the Company or a Subsidiary (hereinafter defined) becomes Insolvent, as defined in Section 3(a) below, any assets held by the Trust will be subject to the claims of the Corporationcreditors of the Company and such Subsidiary. A Subsidiary shall mean a wholly owned subsidiary of the Company if (i) the Company has contributed Company stock to the Trust to assist such subsidiary in meeting such subsidiary's general creditors obligations under federal the Plan, and state law in (ii) the event of Insolvency, as defined in Section 3(a) hereinTrust holds such Company stock at the time such subsidiary is Insolvent. (e) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust Trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreementtrust agreement. Neither the Trustee nor the Executive any plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust five hundred ninety thousand dollars ($100 or such other amount as determined by the Corporation588,200), 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 irrevocablebecome irrevocable upon approval by the Board of Directors. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other the amount as determined by the Corporationshown on Appendix Two hereto, 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 is irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter JI, 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcase and/or marketable securities, if any, listed in Appendix A, 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 Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter J1, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as . (f) Trustee shall have no duty or authority to (i) require any deposits to be made under the Plan or to Trustee; (ii) compute any amount to be deposited under the Plan to Trustee; or (iii) determine whether amounts received by Trustee comply with the Plan. Assets of the Trust may be required by the terms held, in Trustee's discretion, in an account with an affiliate of the Deferral AgreementTrustee.

Establishment of Trust. (a) The Corporation hereby deposits Company has deposited with the Trustee in trust $100 or such other amount as determined by the Corporation, assets which shall become constitute the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company shall have the right to make additional deposits from time to time in its sole discretion. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart Subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Internal Revenue Code”), and shall be construed accordingly. (d) The principal of the Trust, Participants and any earnings thereon shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the Corporationtheir Employer. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Trustee agrees to accept additional deposits of cash or other property in trust with made by the Trustee Company pursuant to Section 1 (a) hereof, and contributions that are paid to it by the Company in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither 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 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 the accuracy and sufficiency of the deposits and contributions to be made under the Plan, the transmittal of the same to the Trustee nor the Executive and compliance with any statute, regulation or any of his beneficiaries shall have any right rule applicable to compel additional deposits, except as may be required by the terms of the Deferral Agreementcontributions.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation100.00, 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 irrevocableirrevocable by the Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Employees and general creditors as herein set forth. The Executive Employees and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Employees and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive Employees or any of his beneficiaries shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral pursuant to this Trust Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits establishes the Trust with the Trustee, consisting of such sums of money and other property acceptable to the Trustee in trust $100 or such other amount as determined from time to time shall be paid and delivered to and accepted by the Corporation, which Trustee from the company. All such money and other property paid or delivered to and accepted by the Trustee shall become the principal of or the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreementagreement. (b) The Trust hereby established is revocable by Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of or 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive participants and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, on or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) The Trustee may commingle the assets attributable to the plans for which contributions are made under this Agreement if this Agreement is applicable to more than one plan. By agreement, except the Trustee may maintain such records as may the Trustee deems necessary in order to separate the assets attributable to each or the plans for which contributions are made under this Agreement. The Company shall be required responsible for causing sufficient records to be maintained to insure that benefits and liabilities payable with respect to each Plan shall be paid only from the assets held by the terms Trustee which are allocable to each such Plan. Should separation be required, either of the Deferral AgreementFund from either trusts maintained by the Company or of any plan for which contributions are made under this Agreement from the Fund, the Trustee shall make such separation in accordance with generally accepted accounting principles and where applicable, upon the certification of an enrolled actuary.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1 in cash, 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 irrevocablerevocable by Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 (if any) thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company may at any time, or from time to time, make additional deposits of cash or other property shares of common stock of Company ("Common Stock") in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall not have any right to compel such additional deposits. (f) When Company deposits cash or Common Stock with Trustee, except as may be required by the terms Company shall inform Trustee in writing of the Deferral Agreement.Plan participant with respect to whom such deposit is made. 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 equal to earnings (if any) of the Trust on any assets credited to the recordkeeping account maintained in the name of that Plan participant, other than cash dividends paid with respect to the Common Stock (which shall be paid over to Company in accordance with Section 5). When Trustee uses cash credited to a recordkeeping account maintained in the name of a Plan participant to purchase shares of Common Stock, 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. SECTION 2

Establishment of Trust. (a) The Corporation Employer hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation_______, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.Trust, (b) The Trust hereby established shall be irrevocable., (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), 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 Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the Corporationtheir particular Employer. Any assets attributable to an Employer held by the Trust will be subject to the claims of the Corporation's general creditors of such Employer under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Employer, 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 in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. Neither the Trustee nor the Executive any Plan participant or any of his beneficiaries beneficiary shall have any the right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.,

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation7,950,000, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company shall have the right to make additional deposits from time to time in its sole discretion. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart Subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Internal Revenue Code"), 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 Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive Participant and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participant and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Trustee agrees to accept additional deposits of cash or other property in trust with made by the Trustee Company pursuant to Section 1(a) hereof, and contributions that are paid to it by the Company in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither 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 have no duty to determine or collect contributions under the Agreement 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 the accuracy and sufficiency of the deposits and contributions to be made under the Agreement, the transmittal of the same to the Trustee nor the Executive and compliance with any statute, regulation or any of his beneficiaries shall have any right rule applicable to compel additional deposits, except as may be required by the terms of the Deferral Agreementcontributions.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1,000,000, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company shall have the right to make additional deposits from time to time in its sole discretion. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart Subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Internal Revenue Code"), 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 Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive Participant and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participant and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Trustee agrees to accept additional deposits of cash or other property in trust with made by the Trustee Company pursuant to Section 1(a) hereof, and contributions that are paid to it by the Company in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither 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 have no duty to determine or collect contributions under the Agreement 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 the accuracy and sufficiency of the deposits and contributions to be made under the Agreement, the transmittal of the same to the Trustee nor the Executive and compliance with any statute, regulation or any of his beneficiaries shall have any right rule applicable to compel additional deposits, except as may be required by the terms of the Deferral Agreementcontributions.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation2 million, 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 is revocable by the Company. It shall be irrevocablebecome irrevocable automatically upon the occurrence of a Change of Control. Upon the occurrence of a Change of Control or a Potential Change of Control, the Company shall promptly give written notice thereof to the Trustee. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon (the "Trust Fund"), shall be held separate and apart from the Company's other funds of the Corporation and shall be used exclusively for the uses and purposes of Participants and the Executive and Company's general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencythe Company is Insolvent, as defined in Section 3(a) herein. (e) The Corporation shall Prior to a Change of Control, 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 in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Prior to a Change of Control, neither the Trustee nor the Executive any Participant or any of his beneficiaries beneficiary shall have any right or duty to compel such additional depositsdeposits or determine the sufficiency thereof. (f) Within 30 days following the end of each calendar year, except the Company shall provide the Trustee with a written statement of all Liabilities as may be required of the close of such calendar year, together with supporting calculations. Upon a Change of Control, the Company shall, as soon as practicable, but in no event later than the effective date of the Change of Control, (i) make an irrevocable contribution to the Trust in an amount equal to at least 100% of the Liabilities as determined by the terms Company in good faith in accordance with the methodology specified in Exhibit B as of the Deferral Agreementdate on which the Change of Control occurred, plus the projected administrative expenses of the Trust for the one-year period following such funding, and (ii) provide the Trustee a written statement of such Liabilities and projected expenses, together with supporting calculations. (g) Within 30 days following the end of each calendar year ending after the Trust has become irrevocable pursuant to Section 1(b) hereof, the Company shall (i) irrevocably deposit cash, or other property acceptable to the Trustee, with the Trustee in an amount, when added to the assets then held by the Trustee, adequate to satisfy all Liabilities as of the close of such calendar year, as determined by the Company in good faith in accordance with the methodology specified in Exhibit B plus the projected administrative expenses of the Trust for the following calendar year, and (ii) provide the Trustee a written statement of such Liabilities and projected expenses, together with supporting calculations. (h) The Company shall at all times ensure that the Plans and this Trust each shall have characteristics supporting a determination that they are not subject to ERISA, or are arrangements constituting unfunded plans maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of ERISA.

Establishment of Trust. (a) The Corporation A. Semele hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation154,826 shares of common stock of Semele Group, Inc. ("Shares"), which shall become the principal of the Trust to be held, invested, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) B. The Trust hereby established shall be irrevocable. (c) C. The Trust is intended to be a grantor trust, of which the Corporation Semele 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) D. The initial principal of the Trust, and any gains, losses, or earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Semele and shall be used exclusively for the uses and purposes of the Executive Plan Participants and Semele's general creditors as herein set forth. The Executive and his beneficiaries Plan Participants shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries Plan Participants against the CorporationSemele. Any assets held by the Trust will be subject to the claims of the CorporationSemele's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall E. To meet its continuing obligations to Participants under the Plan, it is the intention of Semele, from time to time, to make additional deposits of Shares, cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries Plan Participants shall have any right rights under this Trust to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcash and/or marketable securities, if any, listed in Appendix B, which shall become became 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, trust of which the Corporation Company is the grantor, within the meaning of subpart E, part I, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Trustee shall not be obligated to receive such cash and/or property unless prior thereto Trustee has agreed that such cash and/or property is acceptable to Trustee and Trustee has received such reconciliation, except allocation investment or other information concerning, or representation with respect to, the cash and/or property as Trustee may require. Trustee shall have no duty or authority to (a) require any deposits to be required made under the Plan or to Trustee; (b) compute any amount to be deposited under the Plan to Trustee; or (c) determine whether amounts received by Trustee comply with the terms Plan. Assets of the Deferral AgreementTrust may, in Trustee's discretion, be held in an account with an affiliate of Trustee.

Establishment of Trust. (a) The Corporation NBD hereby deposits with the Trustee in trust Ten Thousand Dollars ($100 or such other amount as determined by the Corporation10,000), 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 Corporation NBD is the grantor, within the meaning of subpart E, part I1, 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, Trust and any earnings thereon shall be held separate and apart from other funds of the Corporation NBD and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationNBD. Any assets held by the Trust will be subject to the claims of the CorporationNBD's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a4(a) herein. (e) The Corporation shall NBD, 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 in accordance with the terms of the Deferral Agreement to augment the principal principal, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) The Trustee accepts the Trust, except and undertakes to hold, invest, distribute and administer the Trust in accordance with the provisions of this Agreement. If NBD fails to supply the Trustee with the amounts that are required to satisfy the obligations of NBD under the Plans, the Trustee shall have no duty to bring suit against NBD or otherwise to enforce payment by NBD of sufficient funds to satisfy any remaining obligations of NBD under the Plans. The Trustee shall be obligated to make payments to the Plan participants and their beneficiaries only as may be required directed by NBD and to the extent of Trust assets actually received and held by the terms Trustee and after payment of and provision for the expenses of Trust administration, including the reasonable compensation of the Deferral AgreementTrustee.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation1 00. 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 is irrevocable and shall be irrevocableterminate only. in the event of Insolvency (or defined herein) or upon payment of all benefits due Participants or their beneficiaries under the terms of the Plan(s), listed in Appendix 1, of this Agreement. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart Subpart E, part IPart 1, subchapter Subchapter J, chapter Chapter 1, subtitle 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation, which shall become the principal of the Trust to shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocablebecome irrevocable upon approval by the Board of Directors. Company shall promptly inform Trustee in writing of such action of the Board of Directors. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Internal Revenue Code"), and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participants and their Beneficiaries and general creditors as herein set forth. The Executive Participants and his beneficiaries their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created credited under the Deferral Agreement Plans and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his beneficiaries their Beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust Trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive any Participant or any of his beneficiaries or her Beneficiary shall have any right to compel additional such deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Bancshares hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation$ , which shall become the principal of the Trust to be held, invested, administered and disposed of by the Trustee as provided in this agreement (the “Trust Agreement”). (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Bancshares 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 amendedamended (the “Code”), and shall be construed accordingly. (d) The initial principal of the Trust, and any gains, losses, or earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Bancshares and shall be used exclusively for the uses and purposes of the Executive Participant and Bancshares’ general creditors as herein set forth. The Executive and his beneficiaries Participant shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this the Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries Participant against the CorporationBancshares. Any assets held by the Trust will be subject to the claims of the Corporation's Bancshares’ general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall To meet its continuing obligations to the Participant under the Plan, if is the intention of Bancshares, in its sole discretion, at any time, or from time to time, to make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this the Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries Participant shall have any right rights under the Trust to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall deposit with the Trustee in trust $100 or such other amount as determined by the Corporation100, 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 Corporation Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcertain good and valuable consideration, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Upon a Change of Control, except Company shall, as may soon as possible, but in no event longer than 30 days following the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be required by entitled pursuant to the terms of the Deferral AgreementPlan as of the date on which the Change of Control occurred.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation______________, which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The initial principal of the Trust, together with any future contributions to the Trust and any other assets held by the Trust, and earnings thereon, are collectively referred to herein as the "Trust Assets." (b) The Trust hereby established shall be irrevocableirrevocable by the Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Assets. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of the Company's Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any participant or any beneficiary of his beneficiaries a participant shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with Company may from time to time make, or cause to be made, contributions to the Trust in cash or property, including insurance contracts and/or marketable securities, which are acceptable to the Trustee in trust $100 or such other amount as determined by the Corporation, and which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Except as provided in Section 2(c) and (d), neither the Trustee nor any Participant or beneficiary shall have any right to compel such contributions. (b) The Trust hereby established shall be irrevocableirrevocable by the Company. (c) The Trust is intended to be a grantor trustTrust, of which the Corporation 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 amendedamended (the "Code"), 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participants and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement Trust 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 Executive any Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee Company will make an initial deposit in trust $100 or such other amount as determined by the Corporationtrust, which shall become the initial principal of the the. Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (ba) The Trust hereby established shall be irrevocablebecome irrevocable upon issuance of a favorable private letter ruling regarding the Trust from the Internal Revenue Service. (cb) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (dc) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.. 4 (ed) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as a sum certain in dollars to be determined by at the Corporationtime of deposit, 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 is revocable by Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Promptly following the execution of this Trust Agreement, Company shall deposit with the Trustee in trust $100 or such other amount as determined by the Corporation1,109,424.60, 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 Corporation 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 amendedamended (the “Code”), and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of Xx. Xxxxx, and, as and to the Executive and general creditors as extent herein set forth, general creditors of Company. The Executive Xx. Xxxxx and his beneficiaries estate shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Arrangement and this Trust Agreement shall be mere unsecured contractual rights of the Executive Xx. Xxxxx and his beneficiaries estate against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) hereinhereof. (e) The Corporation As required under the Arrangement and provided in this Trust Agreement, Company shall from time to time make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Except as provided in the Arrangement or this Trust Agreement, neither Trustee nor the Executive Xx. Xxxxx or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) 1.1. The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount the amounts as determined by as credited to the Corporationindividual plan participants and indicated in their respective plans, 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) 1.2. The Trust hereby established shall be irrevocable. (c) 1.3. The Trust is intended to be a grantor trust, of which the Corporation 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) 1.4. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) 3.1. herein. (e) The Corporation 1.5. Within 15 days following the accrual of benefits or deferral of compensation by a Plan participant or other requirement under a Plan for the Company to make a contribution to this Trust, the Company shall make irrevocably deposit additional deposits of cash or other property to the Trust in trust with an amount sufficient to pay each Plan participant or beneficiary the Trustee in accordance with accrued benefits or the required contribution pursuant to the terms of the Deferral Agreement Plan. 1.6. The Trustee shall maintain separate accounts (each referred to augment as a “Trust Account”) for the principal benefit of each participant in each Plan. All earnings attributable to or credited to each Trust Account shall be held, administered and disposed maintained for the benefit of by such Trust Account. The Company shall designate the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries Accounts to which each Company contribution shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreementcredited.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust Ten Dollars ($100 or such other amount as determined by the Corporation10.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company may also contribute additional assets including, but not limited to, insurance policies. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Upon a Change of Control, Company shall, as soon as possible, but in no event longer than 30 days following the Change of Control, as defined herein, make additional deposits of cash an irrevocable contribution to the trust in an amount that is sufficient to pay each Plan participant or other property in trust with beneficiary the Trustee in accordance with benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee Plan as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreementdate on which the Change of Control occurred.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as a sum certain in dollars to be determined by at the Corporationtime of deposit, 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 is revocable by Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart E, part I1, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Bank shall deposit with the Trustee in trust $100 or in such other amount amounts and at such times as determined by provided for in Section 9 of the CorporationEmployment Agreement, which deposits 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 Corporation Bank is the grantor, within the meaning of subpart E, part I, 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 Corporation Bank and shall be used exclusively for the uses and purposes of paying benefits under the Executive Supplemental Agreement and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Supplemental Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationBank. Any assets held by the Trust will be subject to the claims of the CorporationBank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Bank, in its sole discretion or pursuant to the Supplemental Agreement, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationan amount, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall Upon a Change of Control, Company shall, as soon as possible, but in no event longer than ten (10) days following the Change of Control, as defined herein, make additional deposits of cash an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or other property in trust with beneficiary the Trustee in accordance with benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Plan(s). Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or any of his beneficiaries shall have any no responsibility to determine if a change of control has occurred. Trustee shall have no right or obligation to compel additional deposits, except as may be required by Company to make any contribution to the terms of the Deferral AgreementTrust.

Establishment of Trust. (a) The Corporation hereby deposits with Company shall deposit the Trustee sums stated in trust $100 or such other amount as determined by the CorporationParagraph 4(i) of that certain Employment Agreement of Willxxx X. Xxxxxxx xxxn date herewith, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this the Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart E, part I1, 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 Corporation Company and shall be used exclusively for the uses and purposes of described in the Executive Deferred Compensation Agreement and general creditors of the Company as herein set forth. The Executive and his beneficiaries Employee (sometimes herein also referred to as the "Beneficiary") shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Deferred Compensation Agreement and this Trust Agreement shall be mere more unsecured contractual rights of the Executive Employee and his beneficiaries against the CorporationCompany. Any assets held by the Trust Trustee will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries Employee shall have any right to compel such additional deposits, deposits except as may be required by provided in the terms of the Deferral Deferred Compensation Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust the sum of One Hundred ($100 or such other amount as determined by the Corporation100) Dollars, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation Company shall make additional such deposits of cash in trust with the Trustee as are appropriate or required under the terms of and, in conformity with the Plan, and 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel additional such "additional" deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits 1.1 Bancshares has previously deposited with Trustee, in trust, the Trustee in trust sum of $100 or such other amount as determined by that became the Corporation, which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Subsequent to such initial deposit, Bancshares has deposited with Trustee certain shares of Bancshares common stock to be held by the Trustee. Concurrently with the amendment and restatement of this Trust Agreement, Bancshares will deposit certain additional shares of Bancshares common stock which underlie issued and vested Restricted Stock Units. (b) 1.2 The Trust hereby established shall be irrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Corporation Bancshares 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) 1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Bancshares and shall be used exclusively for the uses and purposes of the Executive Employee and general creditors as herein set forth. The Executive Employee and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Compensation Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Executive Employee and his beneficiaries against the CorporationBancshares. Any assets held by the Trust will be subject to the claims of the Corporation's Bancshares’ general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 1.5 Bancshares may, in its sole discretion, at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and administered, or disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive or Employee nor any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with Trustee such amounts as set forth in the Trustee Payment Schedule (defined in trust $100 or such other amount as determined by the Corporation, Section 2(a) herein) 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Separation Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, Insolvency (as defined in Section 3(a) herein). (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcash and/or marketable securities, if any, listed in Appendix B, 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 Corporation Company is the grantor, within the meaning of subpart E, part I1, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement to augment the principal to be heldfield, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits. (f) Trustee shall not be obligated to receive such cash and/or property unless prior thereto Trustee has agreed that such cash and/or property is acceptable to Trustee and Trustee has received such reconciliation, except allocation, investment or other information concerning, or representation with respect to, the cash and/or property as Trustee may require. Trustee shall have no duty or authority to (a) require any deposits to be required made under the Plan or to Trustee; (b) compute any amount to be deposited under the Plan to Trustee; or (c) determine whether amounts received by Trustee comply with the terms Plan. Assets of the Deferral AgreementTrust may, in Trustee's discretion, be held in an account with an affiliate of Trustee.

Establishment of Trust. (a) The Corporation hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation, 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 Corporation is the grantor, within the meaning of subpart Subpart E, part Part I, subchapter Subchapter J, chapter Chapter 1, subtitle 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 Corporation and shall be used exclusively for the uses and purposes as specified in the Deferral Agreement, subject to the claims of the Executive and Corporation's general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the Corporation. Any assets held by the Trust will be subject to the claims of the Corporation's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive or any of his beneficiaries shall have any right to compel additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcash and/or marketable securities, if any, listed in Appendix A, 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 Corporation Company is the grantor, within the meaning of subpart E, part 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust one thousand dollars ($100 or such other amount as determined by the Corporation, 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 irrevocablebecome irrevocable upon approval by the Board of Directors of the Company. (c) The Trust is intended to be a grantor trusttrust for tax purposes, of which the Corporation 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 the other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Participant and general creditors as herein set forth. The Executive Participant and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere merely unsecured contractual rights of the Executive Plan Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive Plan Participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by other than a deposit due pursuant to Section (f). (f) Company shall make irrevocable contributions to the terms Trust at the times and in the amounts specified in paragraph 4.1 of the Deferral AgreementPlan.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationcertain good and valuable consideration, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporationan amount, 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 Corporation Company is the grantor, within the meaning of subpart E, part I, 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 thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall deposit with Trustee in trust, or direct the current trustee to transfer to the Trustee in trust, the entire balance of any existing trust $100 or such other amount as determined by for the CorporationPlan, which shall become the initial 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation hereby deposits Company shall from time to time deposit amounts with the Trustee in trust $100 or such other amount as determined by the Corporation, 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 Corporation 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 Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Employer hereby deposits with the Trustee in trust one dollar ($100 or such other amount as determined by the Corporation1.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Employer is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trusttrust, and any earnings thereon shall be held separate and apart from other funds of the Corporation Employer and shall be used exclusively for the uses and purposes of the Executive Plan participants and general creditors as herein set forth. The Executive Plan participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Plan participants and his their beneficiaries against the CorporationEmployer. Any assets held by the Trust will be subject to the claims of the CorporationEmployer's general creditors under federal and state law in the event of Insolvency, as defined in Section section 3(a) hereinhereof. (e) The Corporation shall Employer, in its sole discretion, may be any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee in accordance with the terms of the Deferral Agreement 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 Executive any Plan participant or any of his beneficiaries beneficiary shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 or such other amount as determined by the Corporation100.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company shall have the right to make additional deposits from time to time in its sole discretion. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Corporation Company is the grantor, within the meaning of subpart Subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Internal Revenue Code”), and shall be construed accordingly. (d) The principal of the Trust, Participants and any earnings thereon shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive Participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the Corporation's Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall make Trustee agrees to accept additional deposits of cash or other property in trust with made by the Trustee Company pursuant to Section 1 (a) hereof, and contributions that are paid to it by the Company in accordance with the terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither 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 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 the accuracy and sufficiency of the deposits and contributions to be made under the Plan, the transmittal of the same to the Trustee nor the Executive and compliance with any statute, regulation or any of his beneficiaries shall have any right rule applicable to compel additional deposits, except as may be required by the terms of the Deferral Agreementcontributions.

Establishment of Trust. (a) The Corporation Company hereby deposits with the Trustee in trust $100 5,544,962.50 or such other amount as determined by 403,270 shares of common stock of the CorporationCompany, which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The initial principal of the Trust, together with any future contributions to the Trust and any other assets held by the Trust, and earnings thereon, are collectively referred to herein as the "Trust Assets." (b) The Trust hereby established shall be irrevocableirrevocable by the Company. (c) The Trust is intended to be a grantor trust, of which the Corporation 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 amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Corporation Company and shall be used exclusively for the uses and purposes of the Executive Plan and general creditors as herein set forth. The Executive Participants and his their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Assets. Any rights created under the Deferral Agreement Plan and this Trust Agreement shall be mere unsecured contractual rights of the Executive participants and his their beneficiaries against the CorporationCompany. Any assets held by the Trust will be subject to the claims of the CorporationCompany's general creditors under federal and state law in the event of the Company's Insolvency, as defined in Section 3(a) herein. (e) The Corporation shall 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 in accordance with the terms of the Deferral Agreement 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 Executive any participant or any beneficiary of his beneficiaries a participant shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.