Common use of Payments by the Trustee Clause in Contracts

Payments by the Trustee. 6.1 The establishment of the Trust and the payment or delivery to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the Company. The Trustee shall thereupon make direct payments of Supplemental Benefits to the Trust Beneficiaries from the assets of the Trust, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies the Trustee in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust Beneficiary, the Trustee shall suspend all payments to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiary. The Trustee shall not make a payment to a Trust Beneficiary to the extent that the amount of the payment required by such Payment Schedule exceeds the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on or after such Trust Beneficiary’s death, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a Trust Beneficiary (or his or her estate) in accordance with the Payment Schedule, the Company shall make the balance of such payment when it falls due. 6.5 Subject to Section 17.2 and except as provided in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined by the Internal Revenue Service (the “IRS”) not to be a “grantor trust,” with the result that the income of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, that the Trustee shall be fully protected in relying upon information provided by the Company as to state or local tax withholding requirements.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery to ------------- the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and ------------- form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment for ------------- the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its assets ------------- as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined ------------- final determination by the Internal Revenue Service (or a court of competent jurisdiction which determination is not appealable or the “IRS”) not time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to be a “grantor trust,” with federal income taxation on amounts held in trust to pay Benefits hereunder prior to the result that distribution to the income Trust Beneficiary of such Benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Codecorpus includible in such Trust Beneficiary's federal gross income, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Beneficiary's Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 7.1 If a Participant or beneficiary does not receive a payment(s) from the Company to which the individual claims entitlement under any of the Plans, the individual shall notify the Company, or, in the case of a Change of Control, the Trustee, in writing of such entitlement. 7.2 The establishment Trustee shall make payments to a Participant or beneficiary in accordance with written instructions given at the time of payment or in advance of such payment to the Trustee from the President as to the manner and timing of payments hereunder and the Trustee shall have no responsibility to determine the amount of such payments. Any such instructions in effect on the date of this Trust Agreement shall be attached hereto as Exhibit D, as the same may be changed from time to time prior to a Change of Control. The Company may not change such instructions on or after notification or knowledge of a Change of Control of the Company with respect to benefits accrued to date. 7.3 Nothing in this Trust Agreement shall be deemed to limit the rights of a Participant (or beneficiary) under the Plans, including the right to contest the denial of benefit payment(s) and, following a Change of Control, to have all reasonable legal fees and expenses incurred in contesting a denial paid from the Fee Trust. 7.4 The Trustee shall withhold from each payment any Federal withholding taxes or charges which the Trustee is properly instructed to deduct by the President or, following a Change of Control, by any compensation consultant engaged by the Company as to which the Trustee is notified in the instructions referred to in Section 7.2 hereof, and remit the amount withheld to the Company for deposit and reporting of such amounts to the appropriate authorities. 7.5 The insufficiency of assets in the Trust Fund shall not relieve the Company of its obligations or liabilities to make benefit payments otherwise due to a Participant or beneficiary under the terms of the Plans. 7.6 If any portion of the Trust Fund has been invested in a life insurance contract, the Trustee shall be precluded from payment of any benefits it has received pursuant to that contract to the Company unless the Participant (or beneficiary) has received all benefit payments due and payable under the terms of the applicable Plan. 7.7 The Company may make payment of benefits directly to Participants or delivery to their beneficiaries as they become due under the terms of the Plans. The Company shall notify the Trustee of money or other property acceptable its decision to make payment of benefits directly prior to the Trustee shall not vest in any Trust Beneficiary any righttime amounts are payable to Participants or their beneficiaries. In addition, title or interest in and to any assets if the principal of the Trust. 6.2 The Trustee shall pay Trust Fund is not sufficient to the Company upon the written request make payments of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the Company. The Trustee shall thereupon make direct payments of Supplemental Benefits to the Trust Beneficiaries from the assets terms of the Trust, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies the Trustee in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryPlans, the Trustee shall suspend all payments to such use assets of the Shortfall Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiary. The Trustee shall due but if not make a payment to a Trust Beneficiary to the extent that the amount of the payment required by such Payment Schedule exceeds the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on or after such Trust Beneficiary’s death, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a Trust Beneficiary (or his or her estate) in accordance with the Payment Schedulesufficient, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except as provided in Section 8 regarding payments to Trust Beneficiaries if . The Trustee shall notify the Company is insolvent, but notwithstanding any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined by the Internal Revenue Service (the “IRS”) not to be a “grantor trust,” with the result that the income where principal and earnings of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Shortfall Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effectare not sufficient. 6.6 The Company shall remain primarily liable to pay Supplemental Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, that the Trustee shall be fully protected in relying upon information provided by the Company as to state or local tax withholding requirements.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery ------------- to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and ------------- form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment ------------- for the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its assets ------------- as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined ------------- final determination by the Internal Revenue Service (or a court of competent jurisdiction which determination is not appealable or the “IRS”) not time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to be a “grantor trust,” with federal income taxation on amounts held in trust to pay Benefits hereunder prior to the result that distribution to the income Trust Beneficiary of such Benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Codecorpus includible in such Trust Beneficiary's federal gross income, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Beneficiary's Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment for the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its assets as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined final determination by the Internal Revenue Service (the “IRS”) not to be or a “grantor trust,” with the result that the income court of the Trust Fund competent jurisdiction which determination is not treated as income appealable or the time for appeal or protest of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiarieswhich has expired, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable receipt by the Trustee to the Company. If the IRS determination referred to in (ii) or the of an unqualified opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to the Company and the Trust shall continue federal income taxation on amounts held in effect. 6.6 The Company shall remain primarily liable trust to pay Supplemental Benefits under hereunder prior to the Plan. Howeverdistribution to the Trust Beneficiary of such Supplemental Benefits, the CompanyTrustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust corpus includible in such Trust Beneficiary’s liability under federal gross income, and the Plan Trust Beneficiary’s Supplemental Benefits shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery ------------ to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and ------------ form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment ------------ for the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its asset ------------ as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined ------------ final determination by the Internal Revenue Service (the “IRS”) not to be or a “grantor trust,” with the result that the income court of the Trust Fund competent jurisdiction which determination is not treated as income appealable or the time for appeal or protest of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiarieswhich has expired, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable receipt by the Trustee to the Company. If the IRS determination referred to in (ii) or the of an unqualified opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to the Company and the Trust shall continue federal income taxation on amounts held in effect. 6.6 The Company shall remain primarily liable trust to pay Supplemental Benefits under hereunder prior to the Plan. Howeverdistribution to the Trust Beneficiary of such Supplemental Benefits, the Company’s liability under Trustee shall, on receipt by the Plan Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust corpus includible in such Trust Beneficiary's federal gross income, and the Trust Beneficiary's Supplemental Benefits shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment for the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its assets as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined final determination by the Internal Revenue Service (or a court of competent jurisdiction which determination is not appealable or the “IRS”) not time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to be a “grantor trust,” with federal income taxation on amounts held in trust to pay Benefits hereunder prior to the result that distribution to the income Trust Beneficiary of such Benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Codecorpus includible in such Trust Beneficiary’s federal gross income, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Beneficiary’s Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 7.1 If a Participant or beneficiary does not receive a payment(s) to which he believes he has become entitled under the Plan, he shall notify the Trustee in writing of such entitlement. 7.2 The establishment Trustee shall make payments to a Participant or beneficiary in accordance with written instructions given at the time of payment or in advance of such payment, consistent with the terms of the Trust and the payment or delivery Plan, to the Trustee from the CEO as to the manner and timing of money or other property acceptable to payments hereunder and the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and have no responsibility to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company determine the amount of Supplemental Benefits paid such payments. The instructions in effect on the date of this Trust Agreement shall be attached hereto as Exhibit D, as the same may be changed from time to time prior to a Change of Control. No Company may change such instructions on or after notification or knowledge of a Change of Control of AMP with respect to benefits accrued to date, as defined in Article XVI hereof. 7.3 If the CEO has not provided instructions to the Trustee, as set forth in Section 7.1 hereof, by the Company time a payment is due, or payments are due to Trust Beneficiaries. 6.3 To commence, under the extent Plan, the Trustee shall determine, within 30 days of its receipt of a notice from the Participant (or beneficiary), whether the terms of the Plan dictate that the Company has not made Participant or beneficiary is entitled to a payment. If the Trustee determines that a payment of Supplemental Benefits in accordance with is required, the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice Trustee shall make the payment (or commence payments) to the Trustee and to the CompanyParticipant or beneficiary within such 30 day period. The Trustee shall thereupon make direct payments provide AMP with written confirmation of Supplemental Benefits the fact that it determined a payment(s) is due and amount of such payment(s) after it is made. The Trustee's decision shall be final and binding and the Participant or beneficiary shall be notified of the decision in writing. The notice shall include specific reasons for the decision, including specific references to the pertinent Plan provisions on which the decision is based, and shall be written in a manner calculated to be understood by the Participant or beneficiary. Nothing in this Trust Beneficiaries Agreement shall be deemed to limit the rights of a Participant (or beneficiary) under any of the Plans, including the right to contest the denial of benefit payment(s) and, following a Change of Control, to have all reasonable legal fees and expenses incurred in contesting a denial paid from the assets of the Fee Trust, if and to the extent such assets are available for distributionor, in accordance with the Payment Schedule. In the event that the Company notifies the Trustee in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust Beneficiary, the Trustee shall suspend all payments to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiary. The Trustee shall not make a payment to a Trust Beneficiary to the extent that the amount of Fee Trust is insufficient, on a pro rata basis from the payment required by such Payment Schedule exceeds the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on or after such Trust Beneficiary’s death, such payment shall be made to the legal representative of such Trust Beneficiary’s estateother Trusts. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a Trust Beneficiary (or his or her estate) in accordance with the Payment Schedule, the Company shall make the balance of such payment when it falls due. 6.5 Subject to Section 17.2 and except as provided in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined by the Internal Revenue Service (the “IRS”) not to be a “grantor trust,” with the result that the income of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 7.4 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federal, state or local Fed eral withholding or other taxes or charges which the Trustee may be is required to deduct under applicable law; providedlaws. 7.5 The insufficiency of assets in a Trust Fund shall not relieve AMP of its obligations or liabilities to make benefit payments otherwise due to a Participant or beneficiary under the terms of the Plans. 7.6 If any portion of the Trust Fund has been invested in a life insurance or annuity contract, however, that the Trustee shall be fully protected precluded from paying any benefits it has received pursuant to that contract to AMP unless the Participant and/or his beneficiary have received all benefit payments due and payable under the terms of the Plan. 7.7 AMP may make payment of benefits directly to Participants or their beneficiaries as they become due under the terms of the Plans. AMP shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. In addition, if the principal of the Trust Fund is not sufficient to make payments of benefits in relying upon information provided by accordance with the Company terms of the Plans, the Trustee shall use assets of the Shortfall Trust to make payments due but if not sufficient, AMP shall make the balance of each such payment as to state or local tax withholding requirementsit falls due. The Trustee shall notify AMP where principal and earnings of the Trust and the Shortfall Trust are not sufficient.

Payments by the Trustee. 6.1 The establishment 7.1 Payments pursuant to the terms of the Plan for deferrals for accounts created before January 1, 1990 and earnings thereon shall be paid by the Trustee from the First Trust and as provided therein. Unless the payment or delivery Company has provided written evidence to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has made such payments directly to Participants pursuant to the terms of the Plan or that such payments have been made out of the Second Trust, the Trustee shall make payments to the Participants for deferrals for accounts created on or after January 1, 1990 and earnings thereon pursuant to the terms of the Plan provided that the Trustee has not made received notice that the Company is Insolvent at the time of such payments. If a Participant or Beneficiary does not receive a payment of Supplemental Benefits in accordance with payable from the Payment Schedule Third Trust that he believes he has become entitled to Trust Beneficiariesunder the Plan, such Beneficiaries may provide written notice to he shall notify the Trustee and to the Companyof such entitlement. The Trustee shall thereupon make direct payments of Supplemental Benefits to the Trust Beneficiaries from the assets of the Trust, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies the Trustee in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust Beneficiary, the Trustee shall suspend all payments to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiary. The Trustee shall not make a payment to a Trust Beneficiary to the extent that the amount of the payment required by such Payment Schedule exceeds the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on or within ten (10) days after such Trust Beneficiary’s death, such payment shall be made to the legal representative its receipt of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to notice forward a Trust Beneficiary (or his or her estate) in accordance with the Payment Schedule, the Company shall make the balance copy of such payment when it falls due. 6.5 Subject to Section 17.2 and except as provided in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined by the Internal Revenue Service (the “IRS”) not to be a “grantor trust,” with the result that the income of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee notice to the Company. If the IRS determination referred Company fails to in notify the Trustee within ten (ii10) or days after its receipt of such notice that it denies the opinion referred to in (iii) applies to less than the entire value claim of the Participant or Beneficiary to payment by the Trustee, the Trustee shall make payment to the Participant or Beneficiary under the terms of the Plan as soon as practicable, and in any event, within thirty (30) days after the expiration of said ten (10) day notice period. The Trustee shall provide the Company with written confirmation of the fact and amount of such payment after it is made. If the Company shall notify the Trustee within said ten- (10) day notice period that it denies the claim of the Participant to payment by the Trustee, then within thirty (30) days after receipt by the Trustee of such notice from the Company, the Trustee shall commence an action or proceeding in court in the nature of interpleader so that the dispute may be resolved. Such action or proceeding shall be commenced in the federal or state court at the situs of the Third Trust Fund for all Trust Beneficiaries, thenFund, subject to Section 17.2, that part removal by any party in accordance with the rules of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effectpractice applicable thereto. 6.6 The Company shall remain primarily liable to pay Supplemental Benefits under the Plan. However, the Company’s liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 7.2 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalfederal, state or local withholding or other taxes or charges which the Trustee may be required is directed to deduct by the Company or the Administrator of the Plan and pay the amount deducted to the appropriate agency. 7.3 The insufficiency of assets in the Third Trust shall not relieve the Company of its obligation or liability to make benefit payments otherwise due under applicable law; providedthe terms of the Plan. 7.4 Upon payment by the Trustee or by the Company of all benefits due under the Plan on account of deferrals for accounts created on or after January 1, however1990 by a Participant, all remaining proceeds from any insurance policy on the life of that Participant and all earnings thereon shall be paid to the Company within 60 days, and all remaining insurance policies on the life of that Participant shall be changed by the Trustee to designate the Company as beneficiary. Thereafter the beneficiary and owner of such policies shall be changed by the Trustee as the Company shall direct. Written notice by the Company delivered to the Trustee shall be fully protected sufficient proof to the Trustee of payment of benefits by the Company unless the Trustee has previously received or within ten (10) days thereafter receives notice from a Participant or Beneficiary that he has not received a payment that he believes he has become entitled to under the Plan on account of deferrals for accounts created on or after January 1, 1990. If such a notice is received from a Participant or Beneficiary, the Trustee shall proceed under Section 7.1. Certain insurance policies delivered to the Trustee may not insure the lives of any Participants. Such policies shall name and maintain the Company as beneficiary, and the Trustee shall deliver such policies to the Company upon written demand by the Company and shall change the owner of such policies as directed by the Company. The Company may, however, designate in relying upon information provided writing one or more of such policies to be treated by the Trustee as though the policy did insure the life of one or more specified Participants. Upon receipt of such written designation the Trustee shall change the beneficiary of the policy in question to be the Trustee, and thereafter shall treat the policy for the purpose of this Third Trust as though the policy insured the life of the specified Participant. If the specified Participant dies, the policy shall be used to pay benefits due the Participant or the Participant's beneficiaries unless such benefits are paid by the Company as provided in Section 7.1. 7.5 The Company may provide to state the Trustee as an asset of the Trust Fund one or local tax withholding requirementsmore irrevocable letters of credit. The Trustee shall accept a letter of credit as part of the Third Trust Fund only if it is irrevocable and grants the Trustee the unconditional right to draw upon it in whole or in part at any time, and only if it is issued by a bank having total assets at the time the letter of credit is issued of at least $1 billion. The Trustee agrees that it shall draw upon a letter of credit only upon the following circumstances: (i) the letter of credit will expire within fifteen (15) days and either the letter of credit has not been renewed or the Trustee has not received from the Company assets having a market value equal to the face amount of the letter of credit, or (ii) the Trustee is obligated to make payments to a Participant or Beneficiary or to commence an action or proceeding in court in the nature of interpleader as provided in Section 7.1 or to pay expenses and the Trustee, in its sole and absolute discretion, determines that it does not have sufficient liquid assets to make the payments or to pay expenses which it is obligated to make or pay or which are under dispute pursuant to Section 7.1, or (iii) the Company does not elect to make any contributions to the Trust as provided by Section 1.3 above.

Payments by the Trustee. 6.1 Section 15.1. The establishment of the Trust and the payment or delivery to ------------- the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and or to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the CompanySection 15.2. The Trustee shall thereupon make direct payments of Supplemental Benefits be directed as to the amount, timing, and ------------- form of benefits to be paid to any Trust Beneficiaries from the assets of the TrustBeneficiary. Prior to a Change in Control, if and to the extent such assets are available for distribution, in accordance with the Payment Schedule. In the event that the Company notifies shall so direct the Trustee and by giving such directions shall be deemed to warrant their propriety. Following a Change in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust BeneficiaryControl, the Independent Plan Administrator shall so direct the Trustee and by giving such directions, shall suspend all payments be deemed to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiarywarrant their propriety. Section 15.3. The Trustee shall not make a withhold all or any part of any payment for ------------- the payment of any tax liability and the Trustee shall discharge such liability as and when directed by the Company prior to a Trust Beneficiary to Change in Control and by the extent that Independent Plan Administrator following a Change in Control. All withholding, related filings and reports are the amount responsibility of the payment required by such Payment Schedule exceeds Company. Section 15.4. The Company intends to make benefit payments from its assets ------------- as it deems appropriate, in its sole discretion, provided, that, notwithstanding this intent, if the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule provides for a payment to be made to such Trust Beneficiary on not sufficient, before or after such Trust Beneficiary’s deatha Change in Control, such payment shall be made to the legal representative of such Trust Beneficiary’s estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a the Trust Beneficiary (or his or her estate) in accordance with Beneficiaries under the Payment Schedulerelevant Participating Plan, the Company shall make the balance of each such payment when as it falls due. 6.5 Subject to Section 17.2 and except 15.5. Except as otherwise provided herein, in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding event of any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined ------------- final determination by the Internal Revenue Service (the “IRS”) not to be or a “grantor trust,” with the result that the income court of the Trust Fund competent jurisdiction which determination is not treated as income appealable or the time for appeal or protest of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiarieswhich has expired, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable receipt by the Trustee to the Company. If the IRS determination referred to in (ii) or the of an unqualified opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable tax counsel selected by the Trustee or Company, which determination determines, or which opinion concludes, that any Trust Beneficiary is subject to the Company and the Trust shall continue federal income taxation on amounts held in effect. 6.6 The Company shall remain primarily liable trust to pay Supplemental Benefits under hereunder prior to the Plan. Howeverdistribution to the Trust Beneficiary of such Supplemental Benefits, the Company’s liability under Trustee shall, on receipt by the Plan Trustee of such opinion or actual notice of such determination, pay to such Trust Beneficiary the portion of the Trust corpus includible in such Trust Beneficiary's federal gross income, and the Trust Beneficiary's Supplemental Benefits shall be reduced or offset canceled to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federalof such payment, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, provided that the Trustee amount, form and timing of such payments and the amount and method of such cancellation shall be fully protected in relying upon information provided as directed by the Company as prior to state or local tax withholding requirementsa Change in Control and by the Independent Plan Administrator following a Change in Control.

Payments by the Trustee. 6.1 The establishment of the Trust and the payment or delivery to the Trustee of money or other property acceptable to the Trustee shall not vest in any Trust Beneficiary any right, title or interest in and to any assets of the Trust. 6.2 The Trustee shall pay to the Company upon the written request of the Company the amount of Supplemental Benefits paid by the Company to Trust Beneficiaries. 6.3 To the extent that the Company has not made a payment of Supplemental Benefits in accordance with the Payment Schedule Agreements to Trust Beneficiaries, such Beneficiaries may provide written notice to the Trustee and to the Company. The Trustee shall thereupon make direct payments of Supplemental Benefits to the Trust Beneficiaries from the assets of the Trust, if and to the extent such assets are available for distribution, in accordance with the Payment ScheduleAgreements. In the event that the Company notifies the Trustee in writing that any Trust Beneficiary is not entitled to receive a direct payment because the Company is making payments of Supplemental Benefits to the Trust Beneficiary, the Trustee shall suspend all payments to such Trust Beneficiary until he receives written notification from the Company or an order from a court of competent jurisdiction to make direct payments to such Trust Beneficiary. The Trustee shall not make a payment to a Trust Beneficiary to the extent that the amount of the payment required by such Payment Schedule Agreement exceeds the amount then held in the Trust. In the event that a Trust Beneficiary is deceased and the Payment Schedule Agreement provides for a payment to be made to such Trust Beneficiary on or after such Trust Beneficiary’s 's death, such payment shall be made to the legal representative of such Trust Beneficiary’s 's estate. 6.4 If the Trust assets are not sufficient to make one or more payments of Supplemental Benefits to a Trust Beneficiary (or his or her estate) in accordance with the Payment ScheduleAgreement, the Company shall make the balance of such payment when it falls due. 6.5 Subject to Section 17.2 and except Except as provided in Section 8 regarding payments to Trust Beneficiaries if the Company is insolvent, but notwithstanding any other provision of this Trust Agreement to the contrary, if at any time (i) the Trust is finally determined by the Internal Revenue Service (the “"IRS”") not to be a “"grantor trust,” " with the result that the income of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, (ii) a Federal tax is finally determined by the IRS to be payable by the Trust Beneficiaries with respect to the entire value of their interest under the Trust Fund prior to the final distribution of the Trust assets to the Trust Beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust Beneficiaries as described in (ii) and it is likely that such determination will be upheld, then the Trust shall immediately terminate and the assets shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company. If the IRS determination referred to in (ii) or the opinion referred to in (iii) applies to less than the entire value of the Trust Fund for all Trust Beneficiaries, then, subject to Section 17.2, then that part of the assets to which such determination or opinion relates shall be liquidated and paid in a lump cash sum as soon as practicable by the Trustee to the Company and the Trust shall continue in effect. 6.6 The Company shall remain primarily liable to pay Supplemental Benefits under the Plan. However, the Company’s 's liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the Trust Fund. 6.7 The Trustee shall deduct from each payment to a Trust Beneficiary under this Trust Agreement any Federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable law; provided, however, that the Trustee shall be fully protected in relying upon information provided by the Company as to state or local tax withholding requirements.