Common use of Payments by the Trustee Clause in Contracts

Payments by the Trustee. (a) The Company shall deliver to the Trustee instructions acceptable to the Trustee for determining the amounts payable to each Plan participant hereunder (including his or her beneficiaries), the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Plan participants and their beneficiaries in accordance with such instructions. The Trustee shall deduct from each payment under this Agreement, based on information provided to the Trustee by the Company, any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable laws. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company 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 and any earnings thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) Notwithstanding any provision of this agreement to the contrary, if at any time 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 is not treated as income of the Company pursuant to Sections 671-679 of the Code, or if a tax is finally determined by the IRS to be payable by Plan participants or their beneficiaries with respect to the vested interest in the entire value of the accounts maintained under the Trust prior to the final distribution of the assets of such accounts to such Plan participants or their beneficiaries, then the Trust shall immediately continue to hold the assets in the Trust pending further instruction from the Company.

Payments by the Trustee. (a) 6.1 The Company shall deliver establishment of the Trust and the payment or delivery to the Trustee instructions of money or other property acceptable to the Trustee for determining shall not vest in any Trust Beneficiary any right, title or interest in and to any assets of the amounts payable to each Plan participant hereunder (including his or her beneficiaries), Trust. 6.2 At the form in which such amount is to be paid (as provided for or available under direction of the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided hereinEmployer, the Trustee shall make payments out of the Trust Fund to Trust Beneficiaries in such manner and in such amounts as are required under the Plan participants and their beneficiaries in accordance with such instructions("Supplemental Benefits"). The Trustee shall deduct from each payment under this Agreement, based on information provided follow the instructions of the Employer with respect to the Trustee payment of Supplemental Benefits and shall be fully indemnified therefore by the Company, any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable lawsEmployer. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company 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 and any earnings thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) 6.3 Notwithstanding any other provision of this agreement Trust Agreement to the contrary, if at any time the Trust is finally determined by the Internal Revenue Service (the "IRS") 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 Employer pursuant to Sections 671-sections 671 through 679 of the Code, or if a federal tax is finally determined by the IRS or is determined by counsel to the Trustee to be payable by Plan participants or their beneficiaries the Trust Beneficiaries with respect to the vested interest in the entire value income of the accounts maintained under the Trust Fund prior to the final distribution of the assets amounts credited to the accounts of such accounts to such Plan participants or their beneficiariesTrust Beneficiaries, then the Trust shall immediately continue to hold terminate and the assets in of the Trust pending further instruction shall be liquidated and paid to the Trust Beneficiaries to the extent of their account balances or, if the assets are not sufficient to pay the total amount of all of the account balances, pro rata based upon the account balance. Such liquidation and payment shall be made as soon as practicable by the Trustee, regardless of whether any Trust Beneficiary's employment with Employer has terminated and regardless of the form and time of payment specified by a Trust Beneficiary, if any, under the relevant provisions of the Plan. Any remaining assets (less any expenses or costs due under Section 11 of this Trust Agreement) shall then be paid by the Trustee to Employer. If a federal tax is finally determined by the IRS or by counsel to the Trustee to be payable by one or more of the Trust Beneficiaries with respect to less than the entire income of the Trust Fund, then the preceding provision of this Section 6.3 shall apply only with respect to the effected accounts. Any amounts distributed pursuant to this Section 6.3 shall be deemed Supplemental Benefits and shall accordingly reduce the Employer's liability for such benefits under the Plan. 6.4 Employer shall remain primarily liable to pay Supplemental Benefits payable under the Plan. However, the Employer's liability under the Plan shall be reduced or offset to the extent Supplemental Benefit payments are made from the CompanyTrust Fund. 6.5 Pursuant to instruction by the Employer, The Trustee shall withhold federal and state taxes from each payment under this agreement at the rate(s) designated by the Employer and shall report and pay such amounts to the appropriate federal and state taxing authorities. The Trustee shall rely on Employer instructions and shall have no duty to inquire into the accuracy of such instructions.

Payments by the Trustee. (a) A. The Company shall deliver establishment of the Trust and the payment or delivery to the Trustee instructions of money or other property acceptable to the Trustee for determining shall not vest in Plan participants or their beneficiary any right, title or interest in and to any assets of the amounts payable to each Plan participant hereunder (including his or her beneficiaries)Trust, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except except as otherwise provided herein, the set forth in this Paragraph. B. Trustee shall make payments payment of Plan benefits to Plan participants and beneficiaries of the Plan from the assets held in their beneficiaries respective accounts, as defined in Paragraph 7 herein, if and to the extent such assets are available for distribution, in accordance with such instructions. The Trustee shall deduct from each payment under this Agreement, based on information provided to the Trustee by the Company, any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable laws. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, terms and any claim for such benefits shall be considered and reviewed under the procedures conditions set forth in the Plan and subject to the election, if any, of the participant or his beneficiary thereunder. In no event shall the account of any participant or beneficiary be used for the purpose of providing benefits to any other participant or beneficiary of the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under C. If the terms of the Plan. The Company 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 and any earnings thereon, are participant’s account is not sufficient to make payment one of more payments of benefits due under the Plan to such participant or his beneficiary in accordance with the terms of the Plan, the Company Bank shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) D. Notwithstanding any provision of anything contained in this trust agreement to the contrary, if at any time the Trust finally 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 Bank pursuant to Sections 671-679 subpart E of subchapter J of the Code, or if a tax is finally determined by the IRS Internal Revenue Services or is determined by counsel to the Trustee to be payable by any Plan participants participant or their beneficiaries with beneficiary in respect to the of any vested interest in the entire value of the accounts maintained under the Trust Fund prior to the final distribution of the assets payment of such accounts interest to such Plan participants participant or their beneficiariesbeneficiary, then the Trust shall immediately continue to hold terminate and the full market value of the assets in the Trust pending further instruction from Fund shall be returned to the CompanyBank. The Bank shall fully reimburse each participant and their beneficiary for any tax liability they may incur pursuant to the operation of this paragraph. For purposes of this paragraph, a final determination of the Internal Revenue Service shall be a decision rendered by the Internal Revenue Service which is no longer subject to administrative appeal within the Internal Revenue Service. E. Notwithstanding any provision herein to the contrary, with respect to each participant of the Plan, in the event of a change in control of the Bank which change has not been approved in advance by a two-thirds vote of the full Board, or in the event of involuntary termination of such participant’s service as a director of the Board in connection with, or within twelve months after, any change in control of the Bank which change has been approved in advance by a two-thirds vote of the full Board, unless, within seven days following written notification by the participant to the Trustee that payment shall be made pursuant to this paragraph 6E, the Trustee is advised in writing by the general counsel or chief financial officer of the Bank either that (1) a change in control of the bank has not occurred, (2) a chance in control of the Bank which has been approved in advance by a two-thirds vote of the full Board has occurred but the participant’s service on the Board has not been involuntarily terminated in connection with, or within twelve months after, such change in control, or (3) the Bank is bankrupt or insolvent within the meaning of paragraph 8.B hereof, the Trustee shall immediately distribute in one lump sum to each participant (or his beneficiary in the event of the participant’s death) the entire value of such participant’s account. The Trustee shall concurrently with the distribution of the participant’s account, advise the general counsel and chief financial officer of the Bank of the amount paid to the participant (or his beneficiary) hereunder. Within thirty days following payment of the value of the participant’s account pursuant to his paragraph 6.E, the Bank shall determine the excess, if any, of the participant’s lump sum benefit payable in accordance with Paragraph 3.1 (c) of the Plan determined as of the date of the change in control of the Bank in the event such change has not been approved by the Bank’s then board or the date of the participant’s involuntary termination in the event such change in control has been approved in advance by the Bank’s then Board, over the amount of such participants account distributed hereunder, and the Bank shall immediately thereafter pay such excess to the participant (or his beneficiary in the event of his death) in one lump sum cash payment. In the event the amount of the participant’s account paid to him or his beneficiary exceeds the participant’s lump sum benefit payable in accordance with Paragraph 3.1 (c) of the Plan, determined as of the date of the change in control of the Bank in the event such change has not been approved by the Bank’s then board of the date of the participant’s involuntary termination in the event such change in control has been approved in advance by the Bank’s then board, the participant or his beneficiary shall return such excess to the Bank. The Trustee shall be indemnified and held harmless by the Bank in making a payment pursuant to such notification. The Trustee shall not be required to make an independent inquiry or decision with respect to the amount of any payment which may be pursuant to this paragraph 6.E or the validity of any notice hereunder.

Payments by the Trustee. (a) 5.1. The Company shall deliver establishment of the Trust and the payment or delivery to the Trustee instructions of money or other property acceptable to the Trustee shall not vest in Plan participants or their beneficiaries any right, title or interest in and to any assets of the Trust, except as otherwise set forth in this Section 5. 5.2. The Trustee shall make payment of Plan benefits to participants and beneficiaries of the Plan from the assets held in the Trust Fund, if and to the extent such assets are available for determining distribution, in accordance with the amounts terms and conditions set forth in the Plan and subject to the election, if any, of the participant or his beneficiary thereunder. 5.3. If the Trust Fund is not sufficient to make one or more payments of benefits due under the Plan to such participant or beneficiary in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. 5.4. Notwithstanding anything contained in this Trust Agreement to the contrary, if at any time the Trust finally is determined by the Internal Revenue Service (“IRS”) not to be a “granter trust” with the result that the income of the Trust Fund is not treated as income of the Company pursuant to Subpart E, Part I of Subchapter J of the Code, or if a tax is finally determined by the IRS or is determined by counsel to the Trustee to be payable to each by any Plan participant hereunder (including his or her beneficiaries), beneficiary in respect of any vested interest in the form in which such amount is Trust Fund prior to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amountsinterest to such participant or beneficiary, then the Trust shall immediately terminate and the full fair market value of the assets in the Trust Fund shall be returned to the Company. Except as otherwise provided herein, the Trustee The Company shall make payments to Plan participants fully reimburse each participant and their beneficiaries for any tax liability they may incur pursuant to the operation of this Section. For purposes of this Section, a final determination of the IRS shall be a decision rendered by the IRS which is no longer subject to administrative appeal within the IRS. 5.5. Notwithstanding anything in accordance with such instructionsthis Trust Agreement to the contrary, the Company shall remain primarily liable under the Plan to pay benefits. However, the Company’s liability under the Plan shall be reduced or offset to the extent and by the value of any benefit payments under the Plan made from the Trust. 5.6. The Trustee shall deduct from each payment under this Agreement, based on information provided to the Trustee by the Company, Trust Agreement any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable laws. (b) The entitlement of a Plan participant or his or her beneficiaries , shall pay such amount to benefits under the Plan appropriate governmental authorities, and shall be determined by inform the Company or such party as it shall designate under the Plan, of all amounts so deducted and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Planpaid. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company 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 and any earnings thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) Notwithstanding any provision of this agreement to the contrary, if at any time 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 is not treated as income of the Company pursuant to Sections 671-679 of the Code, or if a tax is finally determined by the IRS to be payable by Plan participants or their beneficiaries with respect to the vested interest in the entire value of the accounts maintained under the Trust prior to the final distribution of the assets of such accounts to such Plan participants or their beneficiaries, then the Trust shall immediately continue to hold the assets in the Trust pending further instruction from the Company.

Payments by the Trustee. (a) 6.1 The Company shall deliver establishment of the Trust and the payment or delivery to the Trustee instructions Trust of money or other property acceptable to the Trustee for determining the amounts payable to each Plan participant hereunder (including his or her beneficiaries), the form shall not vest in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Plan participants and their beneficiaries in accordance with such instructions. The Trustee shall deduct from each payment under this Agreement, based on information provided to the Trustee by the Company, any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable laws. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries any right, title or interest in and to any assets of the Trust, except as they become due under otherwise set forth in this Section 6. 6.2 The Trustee shall make payment of Plan benefits to participants and beneficiaries of the Plan from the assets held in their respective Accounts, if any, to the extent such assets are available for distribution, in accordance with the terms and conditions set forth in the Plan and subject to the election, if any, of the participant or his beneficiary thereunder. In no event shall the Account of any participant or beneficiary be used for the purpose of providing benefits to any other participant or beneficiary of the Plan. The Company shall notify . 6.3 If 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 and any earnings thereon, are participant's Account is not sufficient to make payment one or more payments of benefits due under the Plan to such participant or his beneficiary in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) 6.4 Notwithstanding any provision of anything contained in this agreement Trust Agreement to the contrary, if at any time the Trust finally 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 671-679 Subpart E of Subchapter J of the Code, or if a tax is finally determined by the IRS or is determined by counsel to the Trustee to be payable by any Plan participants participant or their beneficiaries with beneficiary in respect to the 11 of any vested interest in the entire value of the accounts maintained under the Trust Fund prior to the final distribution of the assets payment of such accounts interest to such Plan participants participant or their beneficiariesbeneficiary, then the Trust shall immediately continue to hold terminate and the full fair market value of the assets in the Trust pending further instruction from Fund shall be returned to the Company. The Company shall fully reimburse each participant and their beneficiaries for any tax liability they may incur pursuant to the operation of this Section. For purposes of this Section, a final determination of the IRS shall be a decision rendered by the IRS which is no longer subject to administrative appeal within the IRS. 6.5 Notwithstanding any provision herein to the contrary, with respect to each participant of the Plan, in the event of a change in control of the Company, the Trustee shall immediately distribute in one lump sum to such participant (or his beneficiary in the event of the participant's death) the entire value of such participant's Account. Within thirty (30) days following payment of the value of the participant's Account pursuant to this Section 6.5, the Company shall determine the excess, if any, of the participant's lump sum benefit payable, determined as of the date of the change in control of the Company, over the amount of such participant's Account actually distributed hereunder, and the Company shall immediately thereafter pay such excess to the participant (or his beneficiary in the event of his death) in one lump sum cash payment. In the event the amount of the participant's Account paid to him or his beneficiary exceeds the participant's lump sum benefit payable, determined as of the date of the change in control of the Company, the participant or his beneficiary shall return such excess to the Company. The Trustee shall be indemnified and held harmless by the Company in making a payment pursuant to such notification. The Trustee shall not be required to 12 make an independent inquiry or decision with respect to the amount of any payment which may be made pursuant to this Section 6.5 or the validity of any notice hereunder.

Payments by the Trustee. (a) 5.1 The Company shall deliver establishment of the Trust and the payment or delivery to the Trustee instructions of money or other property acceptable to the Trustee shall not vest in Plan participants or their beneficiaries any right, title or interest in and to any assets of the Trust, except as otherwise set forth in this Section 5. 5.2 The Trustee shall make payment of Plan benefits to participants and beneficiaries of the Plan from the assets held in the Trust Fund, if and to the extent such assets are available for determining distribution, in accordance with the amounts terms and conditions set forth in the Plan and subject to the election, if any, of the participant or his beneficiary thereunder. 5.3 If the Trust Fund is not sufficient to make one or more payments of benefits due under the Plan to such participant or beneficiary in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. 5.4 Notwithstanding anything contained in this Trust Agreement to the contrary, if at any time the Trust finally is determined by the Internal Revenue Service ("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 Subpart E, Part I of Subchapter J of the Code, or if a tax is finally determined by the IRS or is determined by counsel to the Trustee to be payable to each by any Plan participant hereunder (including his or her beneficiaries), beneficiary in respect of any vested interest in the form in which such amount is Trust Fund prior to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amountsinterest to such participant or beneficiary, then the Trust shall immediately terminate and the full fair market value of the assets in the Trust Fund shall be returned to the Company. Except as otherwise provided herein, the Trustee The Company shall make payments to Plan participants fully reimburse each participant and their beneficiaries for any tax liability they may incur pursuant to the operation of this Section. For purposes of this Section, a final determination of the IRS shall be a decision rendered by the IRS which is no longer subject to administrative appeal within the IRS. 5.5 Notwithstanding anything in accordance with such instructionsthis Trust Agreement to the contrary, the Company shall remain primarily liable under the Plan to pay benefits. However, the Company's liability under the Plan shall be reduced or offset to the extent and by the value of any benefit payments under the Plan made from the Trust. 5.6 The Trustee shall deduct from each payment under this Agreement, based on information provided to the Trustee by the Company, Trust Agreement any federal, state or local withholding or other taxes or charges which the Trustee may be required to deduct under applicable laws. (b) The entitlement of a Plan participant or his or her beneficiaries , shall pay such amount to benefits under the Plan appropriate governmental authorities, and shall be determined by inform the Company or such party as it shall designate under the Plan, of all amounts so deducted and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Planpaid. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company 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 and any earnings thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company in any event in which the principal and earnings are not sufficient. (d) Notwithstanding any provision of this agreement to the contrary, if at any time 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 is not treated as income of the Company pursuant to Sections 671-679 of the Code, or if a tax is finally determined by the IRS to be payable by Plan participants or their beneficiaries with respect to the vested interest in the entire value of the accounts maintained under the Trust prior to the final distribution of the assets of such accounts to such Plan participants or their beneficiaries, then the Trust shall immediately continue to hold the assets in the Trust pending further instruction from the Company.