Common use of PAYMENTS FROM THE TRUST Clause in Contracts

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such notice. After a Change of Control, the Corporation shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Corporation. The Corporation shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 11(d), no funds shall be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation may make payment of benefits directly to Participants and their beneficiaries as they become due under the terms of the Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Control, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. However, after a Change of Control, any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries of the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation under federal and state law as set forth herein. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation shall have the duty to notify the Trustee in writing of the Corporation’s Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make such

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such notice. After a Change of Control, the Corporation shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Corporation. The Corporation shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 2(d) or Section 11(d), no funds shall be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, Control the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation may make In any month in which the Trustee determines that the Trust Fund does not have sufficient funds to provide for the payment of all benefits directly to Participants and their beneficiaries as they become due in such month under the terms of the Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of amount otherwise payable to each such payment as it falls due Participant or beneficiary during such month shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Controlbe reduced proportionately; provided, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. Howeverhowever, that after a Change of Control, Control any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, if before or after a Change of ControlControl the Trustee is notified by the Corporation or the Trustee has a reasonable basis for believing that the Corporation is Insolvent, the Trustee shall cease payment of benefits to participants discontinue benefit payments from the Trust Fund and beneficiaries of shall hold the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income assets of the Trust shall be subject Fund to satisfy the claims of the Corporation’s general creditors of the Corporation under federal and state law as set forth hereinjudgment creditors. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation shall have the duty to notify the Trustee in writing of if the Corporation’s InsolvencyCorporation becomes Insolvent. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvencysentence, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchsuch determination. (j) If the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made during the period of discontinuance or suspension, less any payments made by the Corporation to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 70% of the prime rate at large U.S. money center commercial banks as reported in the Wall Street Journal from time to time throughout such period. (k) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Corporation.

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement5.1 The Company shall, the Corporation shall from time to time, furnish the Trustee with such written information regarding the Participants and their beneficiaries under the Plans and the dates amount and/or method of distribution and amounts determination of benefits under the Plans and shall update such information on a regular basis. The entitlement of a (hereinafter referred to as "Participant Data") as the Company deems relevant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such noticerequest in writing. After The Company shall, after a Change of in Control, the Corporation shall: (i) within 30 days furnish to the Trustee with such Participant Data and other information as the information described in Trustee may from time to time request within thirty (a30) above with respect days of such request. The Company shall, from time to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans time, but not less frequently than annually; (iii) furnish the Trustee , update Participant Data with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate respect to assist the Independent Administrator to carry out its duties in connection with the all Plans. (c) Before . After a Change of Controlin Control and subject to Section 17.3, the Trustee shall make payments shall, without direction from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Corporation. The Corporation shall deliver Company, to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable extent funds are available in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the PlansAccount for such purpose, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with such manner and in such amounts as the Payment Schedule. (e) Except as provided in Section 11(d), no funds Trustee shall determine they are entitled to be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans based on the most recent Participant Data furnished to the Trustee by the Company and expenses any supplemental information furnished to the Trustee by a Participant or beneficiary upon which the Trustee may reasonably rely in making such determination. The Trustee shall have the power to interpret the provisions of the Trust Fund Plans and the Independent Administratorthis Agreement in making its determination. (f) 5.2 After a Change of in Control, in the event the Internal Revenue Service issues a notice of deficiency to any Participant and/or beneficiary of a Plan stating that such Participant and/or beneficiary is subject to any tax by reason of any undistributed interest in this Trust, the Trustee, upon presentation of (i) a copy of such determination and (ii) written direction from the Participant and/or beneficiary, shall distribute to such Participant and/or beneficiary a lump sum cash payment equal to the amount included in such Participant's or beneficiary's gross income by reason of any interest in this Trust. The Trustee shall not be liable in any way for any payment made pursuant to any such written direction. Any benefit to which such Participant and/or beneficiary subsequently becomes entitled shall be offset in such manner as the Trustee shall pay benefits determine in its discretion by the amount previously distributed pursuant to the preceding provisions of this Section 5.2 determined on a present value basis pursuant to the applicable federal rate (including, without limitation, benefits accruing on account of services rendered after the date as defined in Section 1274(d) of the applicable event or on account of a period of employment after the applicable eventCode) under the Plans as in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient effect from time to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expensestime. (g) 5.3 Payments to Participants and their beneficiaries pursuant to Sections 3(c) 5.1 and 3(d) 5.2 of this Article 5 shall be made by the Trustee to the extent that funds in the Trust Fund Benefit Account for such purpose are sufficient to allow such payments. In any month in which the Trustee determines that one or more sub-accounts in the Benefit Account does not have sufficient funds to provide for the payment of all amounts otherwise payable to Participants and beneficiaries in such purpose. The Corporation may make month under a Plan or Plans, the amount otherwise payable to each such Participant or beneficiary under such Plan or Plans during such month shall be multiplied by a fraction, the numerator of which is the amount of funds then available for the payment of benefits directly under such Plan or Plans and the denominator of which is the total of the benefits payable prior to such reduction during such month to all Participants and their beneficiaries as they become due under the terms of the such Plan or Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Control, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. However, after a Change of Control, any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries of the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation under federal and state law as set forth herein. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation shall have the duty to notify the Trustee in writing of the Corporation’s Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make such

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation Company shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation Company shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation Company fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation Company had provided such notice. After a Change of Control, the Corporation shall: (iCompany shall:(i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the CorporationCompany. The Corporation shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation Company may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 2(d) or Section 11(d), no funds shall be paid to the Corporation Company after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, Control the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation Company deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation Company agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation may make In any month in which the Trustee determines that the Trust Fund does not have sufficient funds to provide for the payment of all benefits directly to Participants and their beneficiaries as they become due in such month under the terms of the Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of amount otherwise payable to each such payment as it falls due Participant or beneficiary during such month shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Controlbe reduced proportionately; provided, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. Howeverhowever, that after a Change of Control, Control any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, if before or after a Change of ControlControl the Trustee is notified by the Company or the Trustee has a reasonable basis for believing that the Company is Insolvent, the Trustee shall cease payment of benefits to participants discontinue benefit payments from the Trust Fund and beneficiaries of shall hold the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income assets of the Trust shall be subject Fund to satisfy the claims of the Company’s general creditors of the Corporation under federal and state law as set forth hereinjudgment creditors. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation Company is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation Company shall have the duty to notify the Trustee in writing of if the Corporation’s InsolvencyCompany becomes Insolvent. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvencysentence, the Trustee shall have no duty to inquire whether the Corporation Company is Insolvent. If a person claiming to be a creditor of the Corporation Company alleges in writing to the Trustee that the Corporation Company is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation Company is Insolvent and shall suspend benefit payments pending such determination. The Corporation Company shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchsuch determination. (j) If the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made during the period of discontinuance or suspension, less any payments made by the Company to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 70% of the prime rate at large U.S. money center commercial banks as reported in the Wall Street Journal from time to time throughout such period. (k) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Company.

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation Company shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation Company shall have the tl1e duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such notice. After a Change of Control, the Corporation tl1e Company shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less 140679119,2 frequently than annually; and (iii) furnish the Trustee with any other information the Trustee may reasonably request within witl1in 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the CorporationCompany. The Corporation Company shall deliver to the Trustee a schedule (a “"Payment Schedule”") that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula f01mula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation may withdraw Company shall have the right to direct the Trustee to pay over to the Company funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control Control, the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries benefits due in accordance with the Payment Schedule. After a Change of Control, the Company shall continue to make the determination of benefits due to Participants or their beneficiaries and shall provide the Trustee with an updated Payment Schedule, to include state and federal tax withholding guidelines, of benefits due; provided however, a Participant or their Beneficiaries may make application to the Trustee for an independent decision as to the amount or fom1 of their benefits due under the Plans. (e) Except as provided in Section 11(dl l(f), no funds shall be paid by tl1e Trustee to the Corporation Company after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent AdministratorControl. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation Company may make payment of benefits directly to Participants and their beneficiaries as they become due under the terms of the Plans. The Corporation 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. The Company may direct the Trustee in writing to reimburse the Company from the Trust assets for amounts paid directly to the Participants or their beneficiaries by the Company. The Trustee shall reimburse the Company for such payments promptly after receipt by the Trustee of satisfactory evidence that the Company has made the direct payments. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Corporation Company shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then-then current Payment Schedule. After a Change of ControlIn making any determination required or permitted to be made by the Trustee under this Section, the Independent Administrator Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the amount or form of the Participant's or beneficiary's payment hereunder. In making its dete1mination, the Trustee may consult with and make such inquiries of such persons, including the Participant or beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall instead provide such directionbe reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee shall notify hereunder pursuant to a good faith determination made by the Corporation where principal and earnings are not sufficient. However, after a Change of Control, Trustee notwithstanding any payments in excess claim by or on behalf of the Benefit Commitments shall Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reducedmade. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries of the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation under federal and state law as set forth herein. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (ig) The Board of Directors and the Chief Executive Officer of the Corporation Company shall have the duty to notify the Trustee in writing of the Corporation’s Company's Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvencyinsolvency, the Trustee shall have no duty to inquire whether the Corporation Company is Insolvent. If a person claiming to be a creditor of the Corporation Company alleges in writing to the Trustee that the Corporation Company is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation Company is Insolvent and shall suspend benefit payments pending such determination. The Corporation Company shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchsuch determination. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee a reasonable basis for making a determination concerning the Company's solvency. If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Agreement shall in any way diminish the rights of Participants and their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plans or otherwise. 01) The Trustee shall resume the payment of benefits to Participants and their beneficiaries only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent.) Provided that there are sufficient assets, if the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made under the Plans during the period of discontinuance or suspension, less the aggregate amount of any payments made by the Company to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 120% of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of each calendar quarter. The Company will direct the Trustee as to the amount of such first payment following discontinuance or suspension. (i) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Company. (j) Except as otherwise provided hereunder, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their beneficiaries pursuant to the te1ms of tl1e Plans. [40679119.2

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation Company shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation Company shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such notice. After a Change of Control, the Corporation Company shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the CorporationCompany. The Corporation Company shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation Company may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 11(d), no funds shall be paid to the Corporation Company after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent AdministratorControl. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation Company deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation Company may make payment of benefits directly to Participants and their beneficiaries as they become due under the terms of the Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation Company shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Control, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation Company where principal and earnings are not sufficient. However, after a Change of Control, any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries of the Plans if the Corporation Company is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation Company under federal and state law as set forth herein. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation Company is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation Company shall have the duty to notify the Trustee in writing of the CorporationCompany’s Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvency, the Trustee shall have no duty to inquire whether the Corporation Company is Insolvent. If a person claiming to be a creditor of the Corporation Company alleges in writing to the Trustee that the Corporation Company is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation Company is Insolvent and shall suspend benefit payments pending such determination. The Corporation Company shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchsuch determination. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee a reasonable basis for making a determination concerning the Company’s solvency. If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Agreement shall in any way diminish the rights of Participants and their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plans or otherwise. (j) The Trustee shall resume the payment of benefits to Participants and their beneficiaries only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent.) Provided that there are sufficient assets, if the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made under the Plans during the period of discontinuance or suspension, less the aggregate amount of any payments made by the Company to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 120% of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of each calendar quarter. The Company or the Independent Administrator, as the case may be, will direct the Trustee as to the amount of such first payment following discontinuance or suspension. (k) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Company. (l) Except as otherwise provided hereunder, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their beneficiaries pursuant to the terms of the Plans.

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement, the Corporation shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation shall have the duty to notify the Trustee if a Change of Control occurs. If the Corporation fails to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Corporation had provided such notice. After a Change of Control, the Corporation shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Corporation. The Corporation shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 11(d), no funds shall be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Corporation may make In any month in which the Trustee determines that the Trust Fund does not have sufficient funds to provide for the payment of all benefits directly to Participants and their beneficiaries as they become due in such month under the terms of the Plans. The Corporation 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 payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of amount otherwise payable to each such payment as it falls due Participant or beneficiary during such month shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Controlbe reduced proportionately; provided, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. Howeverhowever, that after a Change of Control, Control any payments in excess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, if before or after a Change of ControlControl the Trustee is notified by the Corporation or the Trustee has a reasonable basis for believing that the Corporation is Insolvent, the Trustee shall cease payment of benefits to participants discontinue benefit payments from the Trust Fund and beneficiaries of shall hold the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income assets of the Trust shall be subject Fund to satisfy the claims of the Corporation’s general creditors of the Corporation under federal and state law as set forth hereinjudgment creditors. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation shall have the duty to notify the Trustee in writing of if the Corporation’s InsolvencyCorporation becomes Insolvent. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvencysentence, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchsuch determination. (j) If the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made during the period of discontinuance or suspension, less any payments made by the Corporation to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 120% of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of each calendar quarter. (k) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Corporation.

PAYMENTS FROM THE TRUST. 5.1 The Company shall, after a Change in Control, notify the Trustee within three days after any Participant ceases to be employed by the Company. At the time of such notice, the Company shall provide a copy of the written notice of termination, if any, provided by the Company to the Participant or by the Participant to the Company, and the Company's written determination as to such Participant's entitlement to severance pay or other benefits under the Plans. If the Company fails to provide the Trustee with a timely determination or determines that a Participant is not entitled to one or more benefits under a Plan, the Trustee shall promptly notify the Participant of the claims procedure under Section 5.2 and the Participant may make a claim for benefits pursuant to Section 5.2. (a) Upon A Participant may at any time after a Change in Control make a claim of entitlement for benefits under one or more Plans by written notice to the effective date Trustee. The Participant may from time to time provide the Trustee with any relevant information in support of this Agreementthe Participant's claim. The Trustee shall promptly notify the Company of any claim made by a Participant for benefits under one or more Plans and shall provide the Company with a copy of such claim. The Company shall be entitled to provide in writing to the Trustee (with a copy to the Participant), within fifteen (15) days after delivery of such notice, such information it deems relevant to resolve such claim. Also, the Corporation Company shall furnish the Trustee as soon as possible with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall as may be determined reasonably requested by the Corporation 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 out in the PlansTrustee. (b) The Corporation Trustee shall have make its determination on a Participant's claim of entitlement for benefits under a Plan as soon as reasonably practicable (but in any event within sixty (60) days after it notifies the duty Company of any claim received from the Participant) unless the Participant requests additional time to notify submit information or the Trustee if does not have all required information or data necessary to make a Change of Control occursfinal determination. If the Corporation fails Trustee determines that a Participant is not entitled to one or more benefits under a Plan, the Trustee shall provide such notice the Participant and the Company with a written explanation of its determination. The Participant (but not the Company) may ask for reconsideration by the Trustee of its adverse determination, and the Trustee has a reasonable basis for believing that a Change shall have no more than ten (10) days following any such request to issue its final decision. The Trustee's decision in all cases shall be conclusive, non-appealable and binding upon the Company. However, if the decision of Control has occurred, then the Trustee shall be authorized is adverse to act under this section as if the Corporation had provided such notice. After a Change of ControlParticipant, the Corporation shall: (i) within 30 days furnish to Participant may pursue any other rights the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable Participant may have under the Plans; (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility for the administration of the Plans and provide such information and assistance as may be necessary relevant Plan or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plansotherwise. (c) Before The amount of the benefit or benefits to which a Change Participant shall be entitled shall be reasonably determined at appropriate times by the Trustee based on information provided to it by the Company and the Participant. In the case of Controlbenefit payments in respect of, or which are determined in whole or in part with reference to Section 280G and/or Section 4999 of the Code, the Trustee shall make may rely upon a good faith calculation of the amount of such payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the CorporationCompany's independent certified public accountants. The Corporation shall deliver to If the amount of severance or other benefit payments determined or made by the Trustee is based on or is the result of a schedule (clear error or a “Payment Schedule”) that indicates the amounts payable in respect lack of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided hereinappropriate information, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Corporation its sole discretion may withdraw funds from the Trust Fund for any purpose correct at any time before a Change the amount of Controlany payments previously made or to be made. (d) 5.3 After a Change of in Control the Trustee shall pay shall, to the extent designated funds are available in the Benefit Commitments Account for such purpose, make payments to the Participants and their beneficiaries with respect to the Plans in such manner and in such amounts as indicated in a payment schedule (which shall give the Trustee sufficient information to determine the amounts each Participant provided) by the Company upon a Change in Control or, if a Participant makes a claim under Section 5.2, as determined by the Trustee in accordance with Section 5.2, to the extent not paid by the Company. 5.4 If, after a Change in Control, the Internal Revenue Service issues a notice of deficiency to a Participant stating that such Participant is subject to any federal income tax by reason of any undistributed interest in the amounts Trust, the Trustee, upon a written request of such Participant and at presentation of a copy of such notice of deficiency, shall distribute to such Participant the time directed amount included in such Participant's income by reason of any interest in the Independent AdministratorTrust but not more than the present value of the Participant's accrued benefit under the Plan to which such notice of deficiency relates. The Independent Administrator Trustee shall deliver not be liable in any way for any payment made pursuant to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable in respect of each Participant and beneficiary of the Plansany such written request. Any such payment shall be offset, that provides a formula or other instructions acceptable on an actuarially equivalent basis, against any benefit to the Trustee for determining the amounts so payable, the form in which such amount Participant is to be paid (as provided for or available otherwise entitled under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 11(d), no funds shall be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) 5.5 Payments to Participants and their beneficiaries pursuant to Sections 3(c) 5.3 and 3(d) 5.4 shall be made by the Trustee to the extent that funds in the Trust Fund relevant Benefit Account are sufficient to allow such payments. In any month in which the Trustee determines that a Benefit Account does not have sufficient unrestricted funds to provide for the payment of all amounts otherwise payable to Participants in such purpose. The Corporation may make month under the relevant Plan, the amount otherwise payable to each such Participant under such Plan during such month shall be reduced by a fraction, the numerator of which is the aggregate amount of unrestricted funds then available for the payment of benefits directly to Participants under such Plan and their beneficiaries as they become due under the terms denominator of which is the total of the Plans. The Corporation shall notify the Trustee of its decision to make payment of benefits directly payable prior to the time amounts are payable such reduction during such month to all Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Corporation shall make the balance of each under such payment as it falls due or shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Control, the Independent Administrator shall instead provide such directionPlan. The Trustee shall notify the Corporation where principal Company of the amount of any reductions in payments made pursuant to this Section and earnings shall demand, on behalf of all Participants, payment by the Company of the balance of the payments. Nothing in this Section shall affect the right of any Participant to the full amount of his or her benefit from the Company, to the extent not paid from the Trust. 5.6 With respect to the Company only and in order to minimize costs to the Company, the claims procedure under Section 5.2 shall be the exclusive method for determining a Participant's eligibility for benefits under the Plans and shall supersede any provisions of any Plan to the extent such provisions are not sufficientinconsistent with Section 5.2. However, the claims procedure under Section 5.2 shall not preclude, after a Change determination from the Trustee, the right of Control, any payments a Participant to seek arbitration of his or her claim under a Plan in excess accordance with the provisions of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reducedPlan. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries of the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation under federal and state law as set forth herein. For this purpose, the knowledge of any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdiction. (i) The Board of Directors and the Chief Executive Officer of the Corporation shall have the duty to notify the Trustee in writing of the Corporation’s Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make such

PAYMENTS FROM THE TRUST. (a) Upon the effective date of this Agreement5.1 The Company shall, the Corporation shall from time to time, furnish the Trustee with such written information regarding the Participants and their beneficiaries under the Transferred Plans and the dates amount and/or method of distribution and amounts determination of benefits under the Transferred Plans (hereinafter referred to as "Participant Data") as the Company deems relevant or as the Trustee shall request in writing. The Company shall, after a Change in Control, furnish the Trustee with such Participant Data and other information as the Trustee may from time to time request within thirty (30) days of such request. The Company shall, from time to time, but not less frequently than annually, update Participant Data with respect to all Transferred Plans. After a Change in Control and notwithstanding anything contained in this Agreement to the contrary, the Trustee shall, without direction from the Company make payments to Participants and beneficiaries in such manner and in such amounts as the Trustee shall determine they are entitled to be paid under the Transferred Plans based on the most recent Participant Data furnished to the Trustee by the Company and any supplemental information furnished to the Trustee by a Participant or beneficiary upon which the Trustee may reasonably rely in making such determination. The Trustee shall have the power to interpret the provisions of the Transferred Plans and this Agreement in making its determination Payments to a Participant or beneficiary shall update be made from the Participant's Sub-Account. To the extent that the Trustee determines that the funds available in a Participant's Sub-Account is not sufficient to provide for the payment of all amounts otherwise payable to him or her as provided under this Section 5.1, the Trustee shall use the funds credited to the Suspense Account, to the extent available, for the payments due. To the extent that the Trustee determines that there still remains an insufficiency in funds available for the Participant's or beneficiary's payment, the Trustee shall make a written demand on the Company to provide the necessary funds, as provided under Article 4. In the event that the Company refuses to transfer such information on funds within fifteen (15) days from the time the written demand is mailed, the amount otherwise payable to each such Participant or beneficiary during every month of the insufficiency of funds shall be multiplied by a regular basis. The entitlement fraction, the numerator of which is the amount of funds then available in the Benefit Account for the payment of benefits under the Transferred Plans and the denominator of which is the total of the benefits payable prior to such reduction during such month to all Participants and beneficiaries under the Transferred Plans. 5.2 Within a reasonable time following presentment to the Trustee by a Participant or beneficiary of the Plans reasonable written evidence satisfactory to benefits under the Plans shall be determined by the Corporation 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 out in the Plans. (b) The Corporation shall have the duty to notify the Trustee if that such Participant or beneficiary will or has taxable income as a Change result of Control occurs. If the Corporation fails his or her interest in this Trust with respect to provide such notice and the Trustee has a reasonable basis for believing that a Change of Control has occurredany Transferred Plan, then the Trustee shall be authorized make a payment (the "Tax Payment") to act under this section as such Participant or beneficiary or to the appropriate taxing authority if applicable from the Corporation had provided such notice. After a Change Benefit Account equal to the product of Control, the Corporation shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; amount of such taxable income and (ii) update such information with respect to all Plans not less frequently than annually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assume responsibility maximum individual tax rates for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. (c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Corporation. The Corporation shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable taxable year in respect of each Participant and beneficiary of the Plans, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (taxable income will be, or has been, recognized for federal, state and local income taxes, as provided for or available under the Plans)case may be, taking into account the deductibility from federal income taxes of any applicable state and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedulelocal taxes. The Corporation may withdraw funds payment or payments that a Participant or beneficiary receives from the Trust Fund for any purpose at any time before a Change of Control. (d) After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in the amounts and at the time directed by the Independent Administrator. The Independent Administrator shall deliver to the Trustee a schedule (a “Payment Schedule”) that indicates the amounts payable Account in respect of each Participant and beneficiary of the Plans, that provides a formula or any Transferred Plan (other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to Participants and their beneficiaries in accordance with the Payment Schedule. (e) Except as provided in Section 11(d), no funds shall be paid to the Corporation after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of the Trust Fund and the Independent Administrator. (f) After a Change of Control, the Trustee shall pay benefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the Benefit Commitments only if the Corporation deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses of the Trust Fund and such excess benefits, and the Corporation agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessary to pay the Benefit Commitments and Trust Fund expenses. (g) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(dthan Tax Payments) shall be made reduced, in the manner determined by the Trustee to Trustee, so that the extent that funds present value of such payment or payments in the Trust Fund are sufficient for such purpose. The Corporation may make payment of benefits directly to Participants and their beneficiaries as they become due under the terms respect of the Plans. The Corporation shall notify Transferred Plan equal 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 present value of the Trust, and any earnings thereon, are not sufficient total payment or payments the Participant or beneficiary would have been entitled to make payments of benefits receive in accordance with the terms respect of the PlansTransferred Plan had this Trust not been established, reduced by the Corporation shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then-current Payment Schedule. After a Change of Control, the Independent Administrator shall instead provide such direction. The Trustee shall notify the Corporation where principal and earnings are not sufficient. However, after a Change of Control, any payments in excess amount of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced. (h) Notwithstanding any other provisions of this Agreement, before or after a Change of Control, the Trustee shall cease payment of benefits to participants and beneficiaries Tax Payments previously made in respect of the Plans if the Corporation is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Corporation under federal and state law as set forth hereinTransferred Plan. For this purpose, present value shall be determined as of the knowledge date (the "Determination Date") of any the payments or the payment of its affiliates shall not be imputed the first in a series of installment payments, in respect of the Transferred Plan, using an interest rate assumption equal to the Trustee. The Pension Benefit Guaranty Corporation's immediate annuity rate in effect for single employer plans terminating on the Determination Date and any other assumptions the Trustee shall resume benefit payments only after determining that the Corporation is not Insolvent or as directed by a court of competent jurisdictiondeems reasonable and appropriate. 5.3 If the Trustee, in its discretion, determines that a Participant or beneficiary no longer has any interest or entitlement (icontingent or otherwise) The Board of Directors and under this Trust because he or she has been fully paid all amounts due under all Transferred Plans or otherwise, any amount that remains credited to the Chief Executive Officer Participant's Sub-Account shall be reallocated to any or all of the Corporation shall have Sub-Accounts or Suspense Account as the duty Trustee, in its discretion, determines but consistent with complying with the "separate account" requirements referred to notify the Trustee in writing of the Corporation’s Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Corporation is Insolvent and shall suspend benefit payments pending such determination. The Corporation shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make suchSection 2.1.