Common use of Establishment of Trust Clause in Contracts

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of 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 under federal and state law in the event of Insolvency, as defined in Section 4(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; provided, however, that the Company shall contribute to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust and Trust the sum of $1,000.0010.00, which shall will become the principal of the Trust trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall be irrevocablebecome irrevocable upon a Change of 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, 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 hereinafter set forth. 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 participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal Federal and state State law in the event of Insolvency, as defined in Section 4(a3(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; provided, however, that . Neither the Company Trustee nor any plan participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with has caused the Former Trustee to transfer all assets held in trust $1,000.00the 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 Prior to the satisfaction of all Plan liabilities, and except as noted in Sections 3 and 4 below, the Trust hereby established shall continues to be irrevocable. (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, 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 their beneficiaries under the Plans and general creditors as herein set forth. 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 the 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 under federal and state law in the event of Insolvency, as defined in Section 4(a3(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 (including without limitation Company Shares, as hereinafter defined) 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; provided. Neither Trustee nor any participant or beneficiary under the Plans shall have any right to compel such additional deposits. Notwithstanding the foregoing, however, that the Company shall contribute to shall, no later than the Trust each calendar year an amount date of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Controlin Control or Failure to Pay, as defined in clause (ii) of the Plansdefinition of that term, and on each of the Company shall (i) as soon as possible, but in no event more than 30 days following the date first and second anniversaries of such Change of Controlthat date, make an irrevocable a contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added amount equal to the total value difference, if any, between (i) 100% of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts vested liabilities under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, Plans and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to assets. Trustee and the total amount credited to all Deferral Accounts participants and beneficiaries under the Executive Plan and all Accounts under Plans shall have the Directors' Planpower to enforce the Company’s contribution obligation following a Change in Control or Failure to Pay, as defined in clause (ii) of the definition of that term.

Establishment of Trust. (a) The Company Bank hereby deposits with the Trustee in trust $1,000.00trust, assets which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company Bank is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company Bank and shall be used exclusively for the uses and purposes of the Benefit Plan Participants participants and general creditors as herein set forth. Benefit 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 Benefit Plans and this Trust Agreement shall be mere unsecured contractual rights of Benefit Plan Participants participants and their beneficiaries against the CompanyBank. Any assets held by the Trust will be subject to the claims of the Company's Bank’s general creditors under federal and state law in the event of Insolvency, as defined in Section 4(aIII(a) herein. (e) The CompanyTrustee 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 Contributions from the Bank. Notwithstanding the foregoing, in its sole discretionthe event of a Change in Control (as defined in Article XIII), may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee shall have the right to augment monitor, enforce and/or collect any Contributions due and owing from the principal Bank or to be held, administered and disposed give notice of by the Trustee as provided any default in this Trust Agreement; provided, however, that the Company shall contribute making Contributions to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar yearany person. (f) Any provision Within 75 (seventy-five) days following the end of this Trust Agreement each calendar year, Bank shall, if necessary, be required to irrevocably deposit additional cash or other property to the contrary notwithstanding, upon Trust in an amount sufficient to pay each Benefit Plan participant or beneficiary the benefits payable pursuant to the terms of the Benefit Plans as of the close of such calendar year(s). Any contribution made pursuant to this Section is in addition to any other contributions required under the Benefit Plans. (g) Upon (i) a Change of in Control, (ii) the death of a Benefit Plan participant, or (iii) termination of employment with respect to a Benefit Plan participant, following a Change in Control (as defined in the Planseach Benefit Plan), the Company Bank shall (i) as soon as possible, but in no event more longer than 30 seventy-five (75) days following the date of such Change of Controlevent, make an additional irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that is sufficient to pay each Benefit Plan participant or beneficiary the benefits to which when added such Benefit Plan participants or his/her beneficiaries would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan Benefit Plans as of the date on which the Change of Control such event occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with Company, in its sole discretion, will transfer to the Trustee in trust $1,000.00, cash or other property acceptable to the Trustee which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust shall be known as the "Seaboard Corporation Executive Retirement Plan Trust." (c) The Trust hereby established shall be irrevocable. (cd) 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, 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 Executives and their beneficiaries and general creditors of the Company as herein set forth. Plan Participants Executives 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 Executives and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, the Company is "Insolvent," as defined in Section 4(a) herein3(a). (ef) 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; provided, however, that . Neither the Company Trustee nor any Executive or beneficiary shall contribute have any right to compel such additional deposits except to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar yearextent provided by separate written agreement. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with has caused the Former Trustee to transfer all assets held in trust $1,000.00the 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 Prior to the satisfaction of all Plan liabilities, and except as noted in Sections 3 and (as applicable) 4 below, the Trust hereby established shall continues to be irrevocable. (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, 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 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 participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a3(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; provided, however, that the Company . Neither Trustee nor any Plan participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision The administration of this the Trust Agreement 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 notwithstanding, upon a Change of Control, as defined set forth in the Plansthis Agreement, the Company shall (i) as soon as possible, but in no event more than 30 days following Trustee may amend the date of such Change of Control, make an irrevocable contribution Operational Guidelines at any time upon written notice to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' PlanCompany.

Establishment of Trust. (a) 1.1 The Company hereby deposits with the Trustee in trust $1,000.00100 in cash or common stock, $.01 par value per share, of the Company, with a fair market value equal to at least $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) 1.2 The Trust hereby established shall 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, and shall be construed accordingly. 1.4 The principal of the Trust is hereby restricted to consist solely of common stock, $.01 par value per share, of the Company (d) "Common Stock"), provided, however, that the Trustee may from time to time hold cash pending reinvestment in Common Stock or may use cash to pay expenses; and provided, further, that for purposes of this Trust, Common Stock shall include any securities or other property issued with respect to the Common Stock, or if upon the exchange or conversion thereof, as contemplated by the Plan. 1.5 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan Participants participants and general creditors as herein set forth. 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 Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) herein. (e) 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; provided, however, that the Company shall contribute to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.3.1

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00, cash or shares of common stock ("Common Stock") of the 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 is revocable by the Company; it shall be irrevocablebecome irrevocable upon the occurrence of a Change in Control (as defined in the Plan). (c) The Trust trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan Participants participants and the general creditors of the Company as herein set forth. 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 Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a3(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 (including, but not limited to, Common Stock) 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; provided, however, that the Company . Neither Trustee nor any Plan participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon Upon a Change of Control, in Control (as defined in under the PlansPlan), the Company shall (i) shall, as soon as possible, but in no event more longer than 30 thirty (30) days following the date occurrence of such a Change of Control, in Control make an irrevocable contribution to the Trust in an amount, as determined by amount that is sufficient to fund the Trust in an Independent Committee, as defined below, amount equal to no less than 100% of the amount necessary to pay each Plan participant or beneficiary the benefits to which when added participants or their beneficiaries would have accrued pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan which, as of the date on which the Change of in Control occurred, and provide for funding of the Trust (ii) during or if payments have already been made to a Participant, the two-year period following amount of the remaining payments), less any amounts credited to each such participant's account under the Trust as of the date of such contribution. (g) Within thirty (3) days following each anniversary of the Change of in Control, the Company shall make monthly contributions an irrevocable contribution to the Trust in amounts sufficient, as determined by the Independent Committee, an amount that is sufficient to maintain the total value of fund the Trust assets at in an amount equal to no less than 100% of the total amount necessary to pay each Plan participant or beneficiary the benefits to which such participants or beneficiaries have accrued pursuant to the Plan as of such anniversary (or if payments have already been made to a participant, the amount of the remaining payments), less any amounts credited to all Deferral Accounts each such participant's account under the Executive Plan Trust as of the date of such contribution. (h) In the event that any of the contributions described in Sections 1(f) or (g) above have not been received by the Trustee within sixty (60) days from the date of a Change in Control and all Accounts under each anniversary thereof, as the Directors' Plancase may be, the Trustee shall notify the Company in writing. In the event any such contributions are not received by the Trust within ten (10) business days of the date of delivery of such notice, the Trustee shall institute an action to collect such contributions.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00100.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, but shall be irrevocablebecome irrevocable upon a Change of Control, as herein defined. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and, except to the Company extent the Trust is revoked by the Company, and except as otherwise provided herein, shall be used exclusively for the uses and purposes of Plan Participants Recipients and general creditors as herein set forth. Plan Participants Recipients 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 Recipients and their beneficiaries against the Company. Any assets held by the Trust will shall be subject to the claims of the Company's ’s general creditors under federal and state law in the event of Insolvencyinsolvency, as defined in Section 4(a3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash cash, securities (including stock or obligations of the Company) 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; provided, however, that the Company . Neither Trustee nor any Plan Recipient or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00, 1,925 shares of the common stock of the 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 irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds assets 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 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 against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash cash, shares of common stock of Company or other property in trust with the Trustee to augment the principal, which together with the assets purchased with earnings on the principal to of the Trust, shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement; provided, however, that the Company . Neither Trustee nor any Plan participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal compel such additional deposits except as provided in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar yearSection 1(f). (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon Upon a Change of Control, as defined in the PlansCompany shall, the Company shall (i) as soon as possible, but in no event more longer than 30 days following the date of such Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that is sufficient to distribute each Plan participant or beneficiary the benefits to which when added Plan participants or their beneficiaries would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) 2.1 The Company hereby deposits with the Trustee in trust One Hundred Dollars ($1,000.00100.00), which shall become the principal of the Trust Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) 2.2 The Trust hereby established shall be irrevocablerevocable. Notwithstanding the foregoing, the Trust shall become irrevocable thirty (30) days following the issuance of a favorable private letter ruling regarding the Trust from the Internal Revenue Service. (c) 2.3 The Trust is intended to be a grantor trust, of which the Company 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 amendedamended (the "Code"), and shall be construed accordingly. The Company acknowledges that determination of the status of the Trust as a grantor trust has been made by the Company, and Trustee assumes no responsibility in this regard. (d) 2.4 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 participants and general creditors as herein set forth. 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 Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) 4.1 herein. (e) 2.5 The CompanyCompany shall make such deposits as provided for in the Plan and may, 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; provided. Notwithstanding the foregoing, howeverupon and after a Change in Control, Trustee shall be responsible for assuring that deposits are made in accordance with the Company shall contribute Plan, and it may rely on written certifications of the actuary employed with respect to the Trust each calendar year an amount of cash or property at least equal in value Plan as to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets funded status of the Trust at such time equals and the total amount credited to all Deferral Accounts Company's contribution obligations under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Plan. Prior to a Change of Control occurred, and (ii) during the two-year period following the date of the Change of in Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' PlanTrustee shall have no responsibility therefor.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00, which shall become the principal of the Trust shall be the money deposited with the Trustee from time to time by the Company, and any income thereon, and the collateral assignment agreements with respect to the Participants' insurance policies (each a "Policy") as listed from time to time in Appendix B, which shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocableirrevocable except as otherwise provided 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, and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the 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 Program 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 under federal and state law in the event of Insolvency, as defined in Section 4(a3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, add additional Participant Accounts, update Appendix B to add collateral assignment agreements for new Participants and to delete collateral assignment agreements that have been released in accordance with Section 2(d), and make additional deposits of cash or other property (including without limitation collateral assignment agreements) 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; provided. Neither Trustee nor any Participant or beneficiary shall have any right to compel such additional deposits, however, that except as expressly agreed in writing between the Company shall contribute to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts Participant. Trustee shall have no duty to enforce any funding obligations of Participants pursuant to Company and the Directors' Plan during such calendar yearduties of Trustee shall be governed solely by the terms of this Agreement and applicable law. (f) Any provision of The Company shall be responsible for maintaining records for individual Participant Accounts within the Trust. The Company may appoint as its agent a third-party recordkeeper (the Company, in such capacity, or such third party being hereinafter referred to as the "Recordkeeper") to carry out various recordkeeping responsibilities as indicated in this Agreement. The Company initially appoints Buck Consultants as Recordkeeper. (g) Except for the records dealing solely with the aggregate Trust Agreement assets, which shall be maintained by the Trustee, the Recordkeeper shall maintain all Participant records contemplated herein, including the Participants' Accounts. (h) The Recordkeeper shall maintain a separate Account record for each Participant under the Program. The Company shall certify to the contrary notwithstanding, upon a Change Recordkeeper at the time of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution each deposit to the Trust the amount of such deposit being made in an amount, as determined by an Independent Committee, as defined below, which when added respect of each Participant under the Program and each such deposit shall be credited to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan Participant's Account as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date last business day of the Change calendar quarter in which such deposit is made. The Trust assets shall be revalued by the Trustee as of Control, make monthly contributions to the Trust in amounts sufficientlast business day of each calendar quarter ("Valuation Date") at current market values, as determined by the Independent CommitteeTrustee, and the Trustee shall certify the values thereof to maintain the total Company with a copy to the Recordkeeper; provided, that no value shall be attributed to the collateral assignment agreements or the underlying Policies until such time as the Trustee has the right to collect the Policy Proceeds (as defined below) of the Policy from the insurer. At such time the Company will instruct the Trustee as to the proper valuation of the collateral assignment agreements and the Policies. The Trustee may conclusively rely on determinations of the Company of valuations for the collateral assignment agreements, the Policies, and other assets of the Trust assets at an amount equal for which the Trustee deems there to be no readily determinable market value. The Recordkeeper may conclusively rely on determinations of, and information provided by, the Company and the Trustee. (i) Upon a Termination Event, as defined in Section 2(d), with respect to a Participant for whom the Termination Event has occurred, the balance, if any, remaining in such Participant's Account shall be paid to the total amount credited Company promptly pursuant to all Deferral Accounts direction of the Company or of the Recordkeeper (who shall be directed by the Company to provide such direction to the Trustee) upon certification by the Company to the Recordkeeper and Trustee that the Company's legal liabilities under the Executive Plan and all Accounts under the Directors' PlanProgram have been satisfied.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00, which shall become the principal of has previously contributed amounts to the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company or any of its subsidiaries 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 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 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 of the Company and any contributing subsidiary under federal and state law in the event of Insolvency, as defined in Section 4(a3(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; provided, however, that the Company . Neither Trustee nor any plan participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon Upon a Change of ControlControl Company shall, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more longer than 30 60 days following the date of such Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that is sufficient to pay each plan participant or beneficiary the benefits to which when added plan participants or their beneficiaries would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan plan(s) as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) 1.1 The Company hereby deposits with the Trustee in trust ten dollars ($1,000.0010.00), which shall become which, together with subsequent contributions made or to be made by the Company, constitute the principal of the Trust to be held, administered and disposed of by the Trustee in accordance with the terms of the Plan and as provided in this Trust Agreement. (b) 1.2 The Trust hereby established shall be irrevocable. (c) 1.3 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) 1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the participants in the Caesars Plans, the participants in the ESSPs and the participants in the DCP whose DCP benefits are not subject to the Escrow Agreement (collectively, the “Plan Participants Participants”) and the general creditors of the Company, as herein set forthforth herein. 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 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 under federal and state law in the event of Insolvency, as defined in Section 4(a) 3.1 herein. (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; provided, however, that . Neither the Company Trustee nor any Plan Participant or beneficiary shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon 1.6 Upon a “Change of Control, ” (as defined in the PlansESSPs and the DCP), the Company shall (i) shall, as soon as possible, but in no event more longer than 30 90 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that is sufficient to pay each Plan Participant or beneficiary the benefits to which when added Plan Participants or their beneficiaries would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan Plans as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits Bank has previously deposited with the Trustee in trust $1,000.00100, which shall become was the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocableis irrevocable by Bank. (c) The Trust is intended to be a grantor trust, of which the Company Bank is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company Bank and shall be used exclusively for the uses and purposes of Plan Participants participants and general creditors of Bank as herein set forth. 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 participants and their beneficiaries against the Bank and Company. Any assets held by the Trust will be subject to the claims of the Bank's (and, as applicable, Company's 's) general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a3(a) herein. (e) The Bank and/or Company shall make an irrevocable contribution to the Trust on or before January 1, 1999, in an amount equal to the present value of benefits accrued under the Supplemental Plan and the Directors Plan as of December 31, 1998. Bank and/or Company, in its their 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; provided, however, that . Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. Notwithstanding the Company shall contribute to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstandingforegoing, upon a Change of in Control, as defined in the PlansBank and/or Company shall, the Company shall (i) as soon as possible, but in no event more longer than 30 days following the date of such Change of in Control, as defined herein, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that would be sufficient to pay all Plan participants and beneficiaries the benefits to which when added they would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited Plans, if all Plan participants were to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan terminate employment with Bank as of the date on which the Change of in Control occurred, and (ii) during the two-year period following the date of the occurs. Following a Change of in Control, make monthly Bank and/or Company shall fund the Trust on an ongoing basis by making regular irrevocable contributions to the Trust in amounts sufficient(not less often than monthly) as Plan participants continue to accrue benefits under the Plan. In addition, as determined by on or prior to the Independent Committeecommencement of non-lump-sum distributions to any Plan participant or beneficiary, Bank and/or Company shall make an irrevocable contribution to maintain the total value of the Trust assets at in an amount equal to the total amount credited present value of the expected future Plan payments to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plansuch participant or beneficiary.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.001,000, 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 by this Agreement is revocable by Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined in section 13(d), or upon approval by the Board of Directors of Company. (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 amendedamended (the "Code"), and shall be construed accordingly. (d) An affiliate or subsidiary of Company may, with the consent of Company and subject to such conditions and limitations as Company may impose, become a participating subsidiary in this Trust by action of the board of directors of such affiliate or subsidiary (a "Participating Subsidiary"). The rights of each Participating Subsidiary shall correspond with that portion of the Trust which represents the benefits under a Plan of participants and beneficiaries of such Participating Subsidiary. Company, as sole party to this Trust, shall exercise the rights, powers and duties, including amendment or termination of the Trust, on the behalf of each Participating Subsidiary. (e) 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 participants and general creditors as herein set forthforth in this Agreement. 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 Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants participants and their beneficiaries against the CompanyCompany and all Participating Subsidiaries. Any assets held by the Trust Trustee attributable to contributions made by Company will be subject to the claims of Company’s general creditors under federal and state law in the Companyevent of Insolvency as defined in section 3(a). Any assets held by Trustee attributable to contributions made by a Participating Subsidiary will be subject to the claims of such Participating Subsidiary's general creditors under federal and state law in the event of Insolvency, Insolvency as defined in Section 4(a) hereinsection 3(a). (ef) 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. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. Trustee shall have no duty to enforce any funding obligations of Company, and the duties of Trustee shall be governed solely by the terms of the Trust Agreement; provided, however, that the Company shall contribute without reference to the Trust each calendar year an amount terms of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar yearPlan(s). (fg) Any provision of this Trust Agreement to the contrary notwithstandingNotwithstanding section 1(f), upon a Change of Control, Control (as defined in the Planssection 13(d)), the Company shall (i) Company, as soon as possible, but in no event more longer than 30 three business days following the date of such Change of Control, shall make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, amount that is sufficient to pay each Plan participant or beneficiary the benefits to which when added Plan participants or their beneficiaries would be entitled pursuant to the total value terms of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan Plan(s) as of the date on which the Change of Control occurred. Trustee shall have no duty to enforce any funding obligations of Company, and the duties of Trustee shall be governed solely by the terms of the Trust without reference to the terms of the Plan(s). (h) Company represents that neither Company nor a Participating Subsidiary will contribute assets to the Trust that are located outside of the United States or cause Trust assets to be transferred outside of the United States. Furthermore, Company represents that neither Company nor a Participating Subsidiary will contribute assets to the Trust: (i) in connection with a change in the financial health of Company or a Participating Subsidiary; or (ii) during to the two-year period following extent the contribution funds a benefit of an applicable covered employee within the meaning of Code section 409A(b)(3)(D)(i), [a] when a tax‑qualified defined benefit plan sponsored by Company or by any member of a controlled group of corporations, or a group of trades or businesses under common control as defined in Code section 414(b) or (c) that includes Company (an "affiliate") is in at‑risk status pursuant to Code section 409A(b)(3); [b] when Company or an affiliate is a debtor in a case under the United States Bankruptcy Code or similar state law; or [c] six (6) months before or after the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined a tax‑qualified defined benefit plan sponsored by the Independent Committee, to maintain the total value of the Trust assets at Company or an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Planaffiliate terminates while not sufficient for benefit liabilities.

Establishment of Trust. (a) The Company hereby deposits deposited with the Former Trustee in trust trust: (i) 260,458 shares of the common stock, par value $1,000.000.01 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 irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan Participants participants and general creditors as herein set forth. Plan Participants 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 participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a3(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; provided, however, that the . Neither 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 shall contribute to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during such calendar year. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' PlanPlan(s).

Establishment of Trust. (a) The Section 1.1 Company hereby deposits with the Trustee in trust $1,000.00_________, which shall become the principal of the Trust Trust, along with assets transferred from the prior trustee, if any, all to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Section 1.2 The Trust hereby established shall be irrevocableirrevocable by 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, and shall be construed accordingly. However, Trustee does not warrant and shall not be liable for any tax consequences associated with the Trust or participation in the Plan. (d) Section 1.4 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 the Participant and his beneficiaries and general creditors as herein set forth. Plan Participants The Participant and their his 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 the Participant and their his beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) 3.1 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; provided, however, that . Neither Trustee nor the Participant or any beneficiary shall have any right to compel such additional deposits. Section 1.6 The Company shall contribute also fund an expense account for the Trustee to cover fees and expenses in the amount of [$*] to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during extent such calendar yearexpense account has not been previously funded. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.

Establishment of Trust. (a) The Company hereby deposits with the Trustee in trust $1,000.00such rights under the stock option agreement between Company and Trustee attached hereto as Exhibit I (the "Initial Trust Options"), 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 parties intend that the Trust will be an independent legal entity. The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses 2 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 under federal and state law in the event of Insolvency, as defined in Section 4(a3(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 stock option agreements between Company and Trustee (the "Subsequent Trust Options" and, together with the Trustee to Initial Trust Options, the "Trust Options"), which shall augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement; provided, however, that the Company . Neither Trustee nor any Participant shall contribute have any right to the Trust each calendar year an amount of cash or property at least equal in value to the total amount of deferrals credited to the Deferral Accounts of Participants pursuant to the Executive Plan and the Accounts of Participants pursuant to the Directors' Plan during compel such calendar yearadditional deposits. (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change of Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than 30 days following the date of such Change of Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets of the Trust at such time equals the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan as of the date on which the Change of Control occurred, and (ii) during the two-year period following the date of the Change of Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the Trust assets at an amount equal to the total amount credited to all Deferral Accounts under the Executive Plan and all Accounts under the Directors' Plan.