Common use of Establishment of Trust Clause in Contracts

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars ($10.00), 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) 1.1 The Company hereby deposits with Trust Fund shall consist of such sums of money or other property, in a form acceptable to the Trustee, as shall from time to time be paid or delivered to the Trustee in trust ten dollars ($10.00)pursuant to the Plan which, which together with all earnings, profits, increments and accruals thereon, without distinction between principal and income, shall become the principal of constitute the Trust to Fund hereby created and established. The Trust Fund shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) . The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) 1.2 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (the "Code") and shall be construed accordingly. (d) 1.3 The principal of the Trust, and any earnings thereon Trust Fund shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants Participants and general creditors as herein set forth. Plan participants Participants and their beneficiaries surviving spouses shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants Participants and their beneficiaries surviving spouses against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) Article III herein. (e) The Company1.4 Except as provided below or in Article III hereof, in its sole discretion, may at any time, the Company shall have no right or from time power to time, make additional deposits of cash or other property in trust with direct the Trustee to augment the principal return to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in Control, as defined herein, make an irrevocable contribution or to divert to others any of the Trust in an amount that is sufficient assets before all payment of benefits have been made to pay each Plan participant or beneficiary the benefits to which Plan participants or Participants and their beneficiaries would be entitled surviving spouses pursuant to the terms of the Plans as Plan. If at any time the fair market value of the date on Trust fund exceeds an amount equal to 125% of the accumulated benefit obligation of the Plan (as determined by the Company's accountants or actuaries for financial reporting purposes), the Trustee shall, upon the request of the Company, transfer to the Company an amount from the Trust assets which is not greater than the Change in Control occurred.amount of such excess

Establishment of Trust. 1.1 The Employer shall make an initial contribution to the Trust of money and other property (a) The Company hereby deposits with acceptable to the Trustee in trust ten dollars ($10.00Trustee), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. All such money and other property (acceptable to the Trust), all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereafter referred to as the “Trust Fund”. The Trustee may use a general disbursement account for distributions from the Trust Fund without incurring any liability for the payment of interest thereon, notwithstanding the Trustee’s receipt of credit or interest in respect of funds held in such distribution account. (b) 1.2 The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Company 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, (the "Code") and shall be construed accordingly. (d) 1.4 The principal of the Trust, and any earnings thereon Trust Fund shall be held separate and apart from other funds of the Company Employer and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the CompanyEmployer. Any assets held by the Trust will be subject to the claims of the Company's Employer’s general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvencythe Employee is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.3.1

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars ($10.00), 8,000,000.00 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 revocable is irrevocable by Company. For purposes of this Trust, Change of Control means (i) any acquisition of more than fifty percent of the voting power of Company’s stock by any person or persons acting as a group for purposes of acquiring such stock, (ii) the occurrence of a change in the membership of the Board of Directors of Company during any consecutive two-year period, excluding changes due to death or disability, as a result of which individuals who were members of said Board at the beginning of such period no longer constitute a majority of said Board, (iii) shares becoming subject to delisting by the New York Stock Exchange or a successor exchange in respect of the number of publicly held shares or the number of stockholders holding one hundred shares or more, (iv) approval by the Board of Director of Company of the sale of all or substantially all of Company’s assets, or (v) approval by the Board of Directors of the Company of any merger, consolidation, issuance of securities or purchase of assets which would result in an event described in (the "Board"i); it shall become irrevocable upon a Change in Control, as defined herein(ii) or (iii) above. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A Sections 671 through 678 of the Internal Revenue Code of 1986, as amended, 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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans Plan as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten the sum of one hundred dollars ($10.00100), 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; provided, however, that it shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined herein.. 2 (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, amended (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time Immediately prior to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Chief Executive Officer of Company shall(or his or her designee) (such individual, as soon as possible, but in no event longer than 30 days following the Change in Control, as defined herein, make an irrevocable "CEO") shall authorize a cash contribution to be made to the Trust in an amount that equal to the amount that, in the determination of Company, is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans Plan as of the date on which of the Change in Control occurredassuming each participant terminated employment as of such date under circumstances giving rise to payment of benefits under the Plan. In addition, Company shall also fund, an expense reserve for Trustee in the amount of $100,000. After a Change in Control, Trustee may compel any contribution that is required under the Trust.

Establishment of Trust. (a) This trust is hereby established as the Rabbi Trust for the Directors Deferral Plan. (b) The Company hereby deposits with the Trustee in trust ten dollars ($10.00)trust, 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. (bc) The Trust hereby established shall be revocable by the Board of Directors of the Company irrevocable, but may be amended as provided under (the "Board"); it shall become irrevocable upon a Change in Control, and only as defined hereinprovided under) Section XII. (cd) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (the "Code") and shall be construed accordingly. (de) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Benefit Plan participants and general creditors as herein set forth. The Benefit Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Benefit Plan and this Trust Agreement shall be mere unsecured contractual rights of the Benefit Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(aIII (a) herein. (ef) The Trustee shall 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 Company. Notwithstanding the foregoing, in its sole discretion, may at any time, or from time to time, make additional deposits the event of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Trustee shall have the right to monitor, enforce and/or collect any Contributions due and owing from the Company shall, as soon as possible, but or to give notice of any default in no event longer than 30 days following the Change in Control, as defined herein, make an irrevocable contribution making Contributions 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurredany person.

Establishment of Trust. (a) The Company Employer hereby deposits with the Trustee in trust ten dollars one dollar ($10.001.00), 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 is revocable by the Board of Directors of the Company (the "Board")Employer; it shall become irrevocable upon a Change in of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Company 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, (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 Company Employer and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the CompanyEmployer. Any assets held by the Trust will be subject to the claims of the CompanyEmployer's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) hereinhereof. (e) The CompanyEmployer, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company Employer shall, as soon as possible, but in no event longer than 30 five (5) days following the Change in 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 entitled pursuant to the terms of the Plans Plan(s) as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with establishes the Trustee in trust ten dollars ($10.00), which shall become the principal Trust for purposes of the Plan. The Trust shall include the Insurance Policies, and money and other property acceptable to be held, administered and disposed of by the Trustee as provided in this from time to time shall be paid or delivered to the Trustee. The Insurance Policies and all such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, shall constitute the “Trust AgreementFund” or “Trust.” (b) The Trust hereby established shall be revocable by irrevocable. Subject to Section 7, all Trust assets shall be held for the Board exclusive purposes of Directors providing accrued benefits to participants in the Plan and their beneficiaries and defraying the expenses of the Company (the "Board"); it shall become irrevocable upon a Change Trust in Control, as defined hereinaccordance with this Trust Agreement. (c) The Trust is intended to be a grantor trust, of which the 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, amended (the "“Code") ”), and shall be construed accordingly. (d) The Trustee of the Trust shall accept the Trust on the terms and subject to the provisions set forth herein, and shall discharge and perform fully and faithfully all of the duties and obligations imposed upon it under this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forthforth herein. The Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time such assets are paid to them or their beneficiaries, as provided herein. Any All rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of the Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. Insolvency (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurredextent provided by Section 7.

Establishment of Trust. (a) The Company hereby deposits with has caused the Former Trustee to transfer all assets held in trust ten dollars ($10.00)the Trust to the Trustee, 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 revocable by the Board of Directors of the Company (the "Board")Company; it shall become irrevocable upon a Change in Control, as defined herein. (c) The Trust is intended to continue to be a grantor trust, of which the 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, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in Control, as defined herein, shall 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 entitled pursuant to the terms of the Plans Plan as of the date on which the Change in Control occurred. (f) The administration of the Trust shall be subject to all of the terms and conditions of the Operational Guidelines attached hereto as Appendix B, which are hereby incorporated by reference. Notwithstanding anything to the contrary set forth in this Agreement, the Trustee may amend the Operational Guidelines at any time upon written notice to the Company.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars trust: (i) 260,458 shares of the common stock, par value $10.00)0.01 per share, of Valhi, Inc., a Delaware corporation and subsidiary of Company; (ii) 97,065 shares of the common stock, par value $1.00 per share, of Tremont Corporation, a Delaware corporation and subsidiary of Company; and (iii) 134,720 shares of the common stock, par value $1.00 per share, of Keystone Consolidated Industries, Inc., a Delaware corporation and subsidiary of Company; all of which shares 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, Company in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 thirty days following the Change in 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 entitled pursuant to the terms of the Plans Plan(s) as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars (Five Hundred Thousand shares of the $10.00).075 par value per share common stock of Company, 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 revocable become irrevocable upon approval by the Board of Directors Directors. Company shall provide a certified copy of the Company (resolution of the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinBoard of Directors stipulating that the trust has been approved by them. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of participants in the Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, as defined in Section 13(d) herein, and on the last day of every calendar quarter commencing with the first calendar quarter beginning after the month in which a Change in Control occurs (a "Quarter"). Company shall, as soon as possible, but in no event longer than 30 thirty (30) days following the Change in Control, as defined hereinof Control and no longer than ten (10) days after the end of each Quarter, make an irrevocable contribution to the Trust in an amount that is sufficient together with all assets held by the Trust as of such date to pay to each Plan participant or beneficiary beneficiary, on a pre-tax basis, the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans Plan as of the date on which the Change in of Control occurred, and as of the last day of each Quarter. Company shall notify the Trustee immediately following verification that a Change of Control has occurred.

Establishment of Trust. (a) The Company hereby deposits deposited with the Former Trustee in trust ten dollars trust: (i) 260,458 shares of the common stock, par value $10.00)0.01 per share, of Valhi, Inc., a Delaware corporation and subsidiary of Company; (ii) 97,065 shares of the common stock, par value $1.00 per share, of Tremont Corporation, a Delaware corporation and subsidiary of Company; and (iii) 134,720 shares of the common stock, par value $1.00 per share, of Keystone Consolidated Industries, Inc., a Delaware corporation and subsidiary of Company; all of which shall become shares 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, in any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. The foregoing shall not modify any obligation of Company under the Plan(s). (f) Upon The parties expressly acknowledge and intend that, except in the event of a Change change in Controlcontrol as detailed in Section 14(d), the Company shallTrustee shall serve as a custodial, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurreddirected trustee hereunder.

Establishment of Trust. (a) 1.1 The Company hereby deposits current balance of the Trust, together with any subsequent contributions made or to be made by the Trustee in trust ten dollars ($10.00)Company, which shall become constitute the principal of the Trust to be held, administered and disposed of by the Trustee in accordance with the terms of the Plans and as provided in this Trust Agreement. (b) 1.2 The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in ControlTrust, as defined hereinestablished was, and shall continue to be, irrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, amended (the "“Code") ”), and shall be construed accordingly. (d) 1.4 The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company Company, and shall be used exclusively for the uses and purposes of the participants in the Plans (collectively, the “Plan participants Participants”) and the general creditors of the Company, as herein set forthforth herein; provided, however, that if any contributions are made on behalf of any employee of any subsidiary of the Company relating to deferrals of compensation for periods after the Effective Date, the principal of the Trust attributable to such contributions shall be subject to the claims of such subsidiary’s creditors in the event of the Insolvency of such subsidiary. Plan participants Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) 3.1 herein. For the avoidance of doubt, from and after the Effective Date, the assets of the Trust shall not be subject to claims of general creditors of CEOC except as, and to the extent, specifically provided in the foregoing provisions of this Section 1.4, and CEOC shall have no claim to, right in or title to the assets held by the Trust; provided that notwithstanding the Settlement Agreement or anything to the contrary contained herein, in the event that any or all of the liabilities under or with respect to the Plans are or are deemed obligations of CEOC or any of its direct or indirect subsidiaries, then CEOC shall be entitled to reimbursement for such liability from the Trust assets. (e) 1.5 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in the Plans and this Trust Agreement. Neither the Trustee nor any Plan participant Participant or beneficiary shall have any right to compel such additional deposits. (f) 1.6 Upon a “Change of Control” (as defined in Controlthe ESSPs and the DCP), the Company shall, as soon as possible, but in no event longer than 30 ninety (90) days following the Change in of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant Participant or beneficiary the benefits to which Plan participants Participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The SECTION 1.1 Company hereby deposits funds with the Trustee in trust ten dollars ($10.00), which shall become the principal of the Trust Trust, along with assets transferred from the prior trustee, all to be held, held administered and disposed of by the Trustee as provided in this Trust Agreement. (b) SECTION 1.2 The Trust hereby established shall be is revocable by the Board of Directors of the Company (the "Board")Company; it shall become irrevocable upon a Change in of Control, as defined hereinin Schedule A, as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revoked by the Company at any time by a writing delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be paid to, or upon the direction of, the Company. (c) SECTION 1.3 The Trust is intended to be a grantor trust, of which the 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, (the "Code") and shall be construed accordingly. (d) SECTION 1.4 The principal of the Trust, Trust and any earnings thereon which are not returned to the Company in accordance with the specific provisions of this Agreement or used to defray the expenses of the Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors of the Company, as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time such assets are distributed hereunder. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The SECTION 1.5 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 to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars ($10.00), 16,000,000.00 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 revocable is irrevocable by Company. For purposes of this Trust, Change of Control means (i) any acquisition of more than fifty percent of the voting power of Company’s stock by any person or persons acting as a group for purposes of acquiring such stock, (ii) the occurrence of a change in the membership of the Board of Directors of Company during any consecutive two-year period, excluding changes due to death or disability, as a result of which individuals who were members of said Board at the beginning of such period no longer constitute a majority of said Board, (iii) shares becoming subject to delisting by the New York Stock Exchange or a successor exchange in respect of the number of publicly held shares or the number of stockholders holding one hundred shares or more, (iv) approval by the Board of Director of Company of the sale of all or substantially all of Company’s assets, or (v) approval by the Board of Directors of the Company of any merger, consolidation, issuance of securities or purchase of assets which would result in an event described in (the "Board"i); it shall become irrevocable upon a Change in Control, as defined herein(ii) or (iii) above. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A Sections 671 through 678 of the Internal Revenue Code of 1986, as amended, 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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans Plan as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The Company hereby deposits has heretofore deposited with the Trustee in trust ten dollars an initial amount in respect of compensation deferred on behalf of the participants under the Rockwell Cxxxxxx Deferred Compensation Plan ($10.00)and any earnings deemed credited thereon) for the period from and after June 1, 2000, 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 Company shall continue to deposit periodically with the Trustee in Trust an amount equal to the total compensation deferred on behalf of the participants in the Rockwell Cxxxxxx Deferred Compensation Plan and Rockwell Cxxxxxx 2005 Deferred Compensation Plan (and any earnings deemed credited thereon). (c) The Trust hereby established shall be is revocable by the Board of Directors of the Company (the "Board"); it Company. The Trust shall become irrevocable upon a Change of Control (except that such Trust shall not become irrevocable with respect to amounts attributable to the 2005 Plans upon the occurrence of an event described in Control, as defined hereinSection 13(d)(iv)). (cd) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1l, subtitle A of the Internal Revenue Code of 1986, as amended, amended (the "“Code") ”), and shall be construed accordingly. (de) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, Insolvency (as defined in Section 3(a) herein). (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars (60,000 shares of the $10.00).075 par value per share common stock of Company, 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 revocable become irrevocable upon approval by the Board of Directors Directors. Company shall provide a certified copy of the Company (resolution of the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinBoard of Directors stipulating that the Trust has been approved by them. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants Participants and general creditors as herein set forth. Plan participants and Neither Participants nor their beneficiaries spouses shall have no any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Agreements and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries Participants against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of InsolvencyCompany is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as As soon as possible, but in no event longer later than 30 days thirty (30) days, following the occurrence of a Change in of Control, as defined in Section 13(d) herein, Company shall make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, together with all assets held by the Trust as of the date of such Contribution, to pay to each Plan participant or beneficiary Participant and the Participant's spouse, on a pre-tax basis, the benefits to which Plan participants or their beneficiaries would be each Participant and each Participant's spouse are entitled pursuant to the terms of the Plans Agreements as of the date on which the Change in of Control occurred. Company shall notify the Trustee immediately upon the occurrence of a Change of Control.

Establishment of Trust. (a) The Company hereby deposits with establishes the Trustee in trust ten dollars ($10.00)Supplemental Employee Trust of The Northern Trust Company, 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 revocable by irrevocable. The Trust shall only be amended with the Board of Directors written consent of the Company Trustee and the Company; provided that no amendment shall (i) reduce or otherwise affect any amounts held in the "Board"); it shall become irrevocable upon a Change in ControlTrust as of the effective date of such amendment, or (ii) require the distribution of any such amounts at any date earlier than the applicable distribution dates provided hereunder and under the terms of the Plans as defined hereinof the effective date of such amendment. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 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 thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) The Company hereby deposits establishes with the Trustee a grantor trust consisting solely of such sums of money and such property acceptable to the Trustee as shall from time to time be paid or delivered to the Trustee and the earnings and profits thereon. (b) Company hereby deposits with Trustee in the trust ten dollars ($10.00), approximately 5,580,000 which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (bc) The Trust established hereunder shall be known as the Polaroid Deferred Compensation Trust. (d) All such money and property, all investments made therewith and proceeds thereof, less the payments or other distributions which, at the time of reference, shall have been made by the Trustee, as authorized herein, are referred to herein as the "Fund" and shall be held by the Trustee, in trust, in accordance with the provisions of this Agreement. (e) The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (cf) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1I, subtitle A of the Internal Revenue Code of 1986, as amended, (the "Code") and shall be construed accordingly. (dg) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. . (h) Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. . (i) Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) 3.4 herein. (ej) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this the Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) The Company hereby deposits has deposited with the Trustee in trust ten dollars ($10.00)290,539.62, which shall has 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon sixty (60) days following the issuance of a Change in Control, as defined hereinfavorable private letter ruling regarding the Trust from the Internal Revenue Service. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 sixty (60) days following the Change in 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 entitled pursuant to the terms of the Plans Plan(s) as of the date on which the Change in of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars shares of common stock, TCF Financial Corporation, par value $.01 per share ($10.00"TCF Stock"), 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 revocable become irrevocable upon approval by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinTCF Financial. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in 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 entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurred.

Establishment of Trust. (a) The Company Each Plan Sponsor hereby deposits with the Trustee in trust ten dollars Ten Dollars ($10.00)) into its Account under the Trust, which amount, in the aggregate, 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) The Trust is intended to be a grantor trust, of which the Company each Plan Sponsor is the a 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 Company each Plan Sponsor and shall be used exclusively for the uses and purposes of Plan participants and their beneficiaries and general creditors of each Plan Sponsor as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Companytheir respective Plan Sponsors. Any assets held by in a Plan Sponsor's account under the Trust will be subject to the claims of the Companysuch Plan Sponsor's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of such Plan Sponsor's Insolvency, as defined in Section 3(a) herein. (e) The CompanyEach Plan Sponsor shall, in its sole discretion, may at any time, or from time to time, but no less frequently than annually, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Agreement so that the Trustee nor any funds in each Subaccount are sufficient to meet such Plan Sponsor's obligation to each participant or beneficiary shall have any right in the Plans from time to compel such additional depositstime. (f) Upon Each Plan Sponsor, other than the Company, shall join in and adopt this Trust by means of a Change joinder agreement (the "Joinder Agreement"), substantially in Controlthe form of Exhibit A hereto, and in so doing, shall appoint the Company shallas its agent for purposes of this Trust, as soon as possibleand shall agree that (i) it shall be bound by the Company's decisions, but actions, and directions under this Trust, (ii) the Company has the sole authority to enforce this Trust on behalf of such Plan Sponsor, and (iii) the Trustee shall be fully protected in relying upon such decisions, actions, and directions, and the Trustee shall in no event longer than 30 days following be required to give notice to, or otherwise deal with, such Plan Sponsor except by dealing with the Change in Control, Company as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each agent of such Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date on which the Change in Control occurredSponsor.

Establishment of Trust. (a) The Company Principal Sponsor hereby deposits with the Trustee in trust ten dollars ($10.00)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. The Trustee will be responsible only for actual dollars deposited with this Trust and will not have any duties or liabilities until the Trust receives deposits of more than a de minimus amount. (b) The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinPrincipal Sponsor. (c) The Trust is intended to be a grantor trust, of which the Company Principal Sponsor 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 Company Principal Sponsor and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the CompanyPrincipal Sponsor. Any assets held by the Trust will be subject to the claims of the CompanyPrincipal Sponsor's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The CompanyPrincipal Sponsor, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon Principal Sponsor represents that it shall restrict participation in the Plan relating to or supported by this trust to a Change "select group of management or highly compensated employees," as that phrase is used in Controland defined under Sections 201, 301, and 401 of the Company shallEmployee Retirement Income Security Act of 1974, as soon as possible, but in no event longer than 30 days following the Change in Control, as defined herein, make an irrevocable contribution amended ("ERISA"). Principal Sponsor represents to the Trust in an amount Trustee that this trust is sufficient exempt from Parts 2, 3, and 4 of Title 1 of ERISA. Principal Sponsor agrees to pay each Plan participant indemnify against and hold harmless from any and all claims, judgments, settlements and related costs or beneficiary damages incurred by the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date Trustee resulting from Trustee's reliance on which the Change in Control occurredthese representations.

Establishment of Trust. (a) 1.1 The Company Sponsor hereby deposits with the Trustee Trustee, in trust ten dollars (trust, the sum of $10.00)1,000, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. In addition, the Trust shall include the assets of the IES SERP Trust and the IES DC Trust upon the transfer of such funds from Xxxxx Fargo to the Trustee and the assets of the WPL Trust. The Trustee shall maintain separate accounts within the Trust to record the assets thereof attributable to the Plans of each of the corporate sponsors as indicated in Appendix A (the "Plan Accounts"). (b) 1.2 The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the each Company is the grantorgrantor with respect to its Plan Account, 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) 1.4 The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) 3.1 herein. 1.5 Within 60 days following a Change in Control, each Company shall make an irrevocable contribution to the applicable Plan Account within the Trust so that the Trust assets for that Plan Account are at least the sum of the participants' and beneficiaries' accrued benefits pursuant to the terms of the Plans. For Plans with benefit formulas which are defined contribution formulas, the amount of the accrued benefits shall be the account balances as of the date of the Change in Control. For Plans with cash balance formulas, the amount of the accrued benefits for participants who are not in pay status shall be 120% of the lump sum amount that would have been distributable as of the last day of the plan year coincidental with or immediately preceding the date of the Change in Control. For Plans with defined benefit formulas other than cash balance and for those participants in pay status under a cash balance plan with a grandfathered annuity benefit, the amount of the accrued benefits shall be 120% of the Accumulated Benefit Obligation as of the measurement date for the corporate fiscal year ending coincidental with or immediately preceding the date of the Change in Control, based on actuarial assumptions most recently applied in calculating the Company's liability under Financial Accounting Standard 87. 1.6 As of each December 31 following a Change in Control, (e"Valuation Date"), each Company shall determine the amount of the contribution which would have been required pursuant to Section 1.5 if the Change in Control had occurred on such Valuation Date and make an irrevocable contribution of such amount, if any, within 60 days following such December 31. 1.7 Within 60 days following a Potential Change in Control, each Company shall make a contribution to the applicable Plan Account within the Trust in the amount that would have been required to be contributed pursuant to Section 1.5 if the Potential Change in Control had been a Change in Control. In the event that a Change in Control shall not have occurred within the time specified in the following sentence, the contribution to the Trust as a result of the preceding sentence, plus investment gains thereon or minus investment losses thereon, shall be released and delivered to the Company. The specified time for the preceding sentence is twelve (12) The months after the occurrence of a Potential Change in Control unless proceedings are then pending to obtain necessary regulatory approvals to permit a Change in Control, in which case the specified time is three (3) months after such proceedings have concluded. 1.8 Each 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 for its Plan Account to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any The Plan participant or beneficiary participants and their beneficiaries shall have any no right to compel any such additional discretionary deposits. (f) Upon a Change in Control, the Company shall, as soon as possible, but in 1.9 The Trustee shall have no event longer than 30 days following the Change in Control, as defined herein, make an irrevocable contribution obligation to the Trust in an amount compel any deposits that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled are required pursuant to the terms of the Plans as of the date on which the Change in Control occurredthis Agreement.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars trust: (i) 260,458 shares of the common stock, par value $10.00)0.01 per share, of Valhi, Inc., a Delaware corporation and subsidiary of Company; (ii) 97,065 shares of the common stock, par value $1.00 per share, of Tremont Corporation, a Delaware corporation and subsidiary of Company; and (iii) 134,720 shares of the common stock, par value $1.00 per share, of Keystone Consolidated Industries, Inc., a Delaware corporation and subsidiary of Company; all of which shares 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 revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, Company in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 thirty days following the Change in 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 entitled pursuant to the terms of the Plans Plan(s) as of the date on which the Change in of Control occurred. The Trustee shall have no duty to determine the sufficiency of any such contribution or commence an action in a court of law to compel the Company to make the required contribution. The Trustee shall have no independent duty of inquiry with respect to the occurrence of a Change in Control. Company shall furnish the Trustee with written notice of the occurrence of a Change in Control. Absent such notice, if any Plan participant shall provide the Trustee with written notice of a possible Change of Control, the Trustee may request that the Company furnish evidence to determine whether a Change of Control has occurred. In performing any of its obligations or taking any discretionary action under this Trust Agreement which is dependent upon a Change of Control having occurred, the Trustee may rely on its determination, including any determination based upon an opinion of counsel (who may be counsel to the Company or the Trustee) or upon information provided by the continuing Directors of the Company or otherwise available to the Trustee, that a Change of Control has occurred. For this purpose, the continuing Directors of the Company as of the time of a possible change of control or insolvency are the persons who were directors immediately prior to such possible change of control or insolvency.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars (20,000 shares of the $10.00), 0.075 par value per share common stock of Company 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 revocable become irrevocable upon approval by the Board of Directors Directors. Company shall provide a certified copy of the Company (resolution of the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinBoard of Directors stipulating that the Trust has been approved by them. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, as defined in Section 13(d) herein, and on the last day of every calendar quarter commencing with the first calendar quarter beginning after the month in which a Change of Control occurs (a "Quarter"), Company shall, as soon as possible, but in no event longer than 30 thirty days following the Change in Control, as defined hereinof Control and no longer than ten days after the end of each Quarter, make an irrevocable contribution to the Trust in an amount that is sufficient together with all assets held by the Trust as of such date to pay each Plan participant or beneficiary on a pre-tax basis, the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans Plan as of the date on which the Change in of Control occurred, and as of the last day of each Quarter, calculated as if each participant were at least 65 years of age as of the date on which the Change of Control occurred and as of the last day of each Quarter. Company shall notify the Trustee immediately following verification that a Change of Control has occurred.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars One Dollar ($10.001.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. As soon as administratively possible after December 31, 2002, the Company shall deposit cash sufficient to fund 50% of the FAS 87 SERP pension expense for the 2000, 2001, and 2002 fiscal years. Thereafter, no later than December 31st of each calendar year, the PEGASUS SOLUTIONS, INC. DEFERRED COMPENSATION TRUST Company shall deposit cash to the Trust sufficient to fund 50% of the FAS 87 SERP pension expense for the current fiscal year to the extent that at least 50% of the accumulated FAS 87 SERP pension expense has not been funded pursuant to Section 1(f) of the Trust. Amounts that are credited under the DCP shall be deposited in cash to the Trust as soon as administratively practicable after the crediting date. (b) The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change irrevocable, unless terminated in Control, as defined hereinaccordance with Section 18 hereof. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (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 Company and shall be used exclusively for the uses and purposes of Plan participants in the Plans and general creditors as herein set forth. Plan participants in the Plans and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants in the Plans and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property (in addition to those required deposits pursuant to Section 1(a) of the Trust) in trust with the Trustee to augment the principal Trustee, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Trustee, any participant in the Trustee Plans, nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control, the The Company shall, as soon as possibleadministratively practicable, but in no event longer than 30 later that ninety (90) days following after the occurrence of a Change in of Control, as defined herein, make an irrevocable contribution contribute to the Trust the amount by which the present value amount in an amount (1) below exceeds the value of all Trust assets as of the applicable date: (1) The present value of all benefits (vested and unvested) payable under the Plans on a pre-tax basis to participants in the Plans. Each participant's benefit for purposes of calculating present value shall be the highest benefit the participant would have accrued under the Plans within the twenty-four (24) months following such event, assuming that the participant's service continues for twenty-four (24) months at the same rate of compensation, that the participant continues to make future deferrals under the DCP in accordance with his prior elections, and that the participant is sufficient terminated at a time when the participant is entitled to pay each Plan participant PEGASUS SOLUTIONS, INC. DEFERRED COMPENSATION TRUST receive any benefit enhancement provided by the Plans upon a Change of Control. Any benefit enhancement or beneficiary right with respect to the Plans which is provided under a participant's employment or severance agreement shall be taken into account in making the foregoing calculation insofar as it may increase benefits to which Plan participants under the Plans. (2) The calculations required under Sections 1(a) or their beneficiaries would 1(f) shall be entitled pursuant to made by the Company, or a qualified actuary or consultant selected by the Administrator of the Plans, based on the terms of the Plans as and the actuarial assumptions and methodology set forth in Appendix A attached hereto. Before a Change of Control, Appendix A may be revised by the Administrator from time to time. After a Change of Control, Appendix A may be revised only with the written consent of 100% of the date on participants (or beneficiaries of any deceased participants). (g) Whenever the Company makes a contribution to the Trust pursuant to Sections 1(a) or 1(f) it shall furnish the Trustee with a written statement setting forth the computation of all required amounts contributed. The Trustee shall have no duty or responsibility to review or otherwise question any such computation. Whenever a Change of Control occurs or the Company makes a contribution pursuant to Section 1(f), the Company shall deliver to the Trustee, contemporaneously with or immediately prior to such event, a schedule (the "Payment Schedule") indicating the amounts payable under each Plan in respect of each participant, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are to be paid (as provided for or available under the Change in Control occurredPlans) and the time of commencement for payment of such amounts. The Payment Schedule shall include any other necessary instructions with respect to benefits under the Plans payable under the Plans and any conditions with respect to any participant's entitlement to, and the Company's obligation to provide, such benefits, and such instructions may be revised from time to time to the extent so provided under the Plans or this Trust Agreement.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust ten dollars ($10.00)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) The Trust hereby established shall be revocable by the Board of Directors of the Company (the "Board"); it shall become irrevocable upon a Change in Control, as defined hereinirrevocable. (c) The Trust is intended to be a grantor trust, of which the 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, (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 Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors and the general creditors of each Participating Subsidiary the Company under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) 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 Trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in of Control, the Company shall, as soon as possible, but in no event longer than 30 days following the Change in of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, when added to existing Trust assets, to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans Plan(s) 2 as of the date on which the Change in of Control occurred. Thereafter, within 30 days following the end of each calendar year, the Company shall make an irrevocable contribution in an amount sufficient, when added to existing Trust assets, to pay each Plan participant or beneficiary the benefits payable pursuant to the terms of the Plan(s) as of the close of that calendar year.