Common use of PAYMENTS TO EXECUTIVE AND HIS BENEFICIARIES Clause in Contracts

PAYMENTS TO EXECUTIVE AND HIS BENEFICIARIES. (a) The Corporation shall deliver to the Trustee a written schedule (the "Payment Schedule") that indicates the amounts payable in respect of the Executive (and his beneficiaries), that provides the amounts so payable, the form in which such amount is to be paid, and the dates for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Executive and his beneficiaries in accordance with such Payment Schedule. The Corporation may amend or modify such Payment Schedule from time to time by providing the Trustee with written notice of such amendments. The Trustee may conclusively rely on such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Deferral Agreement and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Corporation. (b) The entitlement of the Executive or his beneficiaries to benefits under the Deferral Agreement shall be determined by the Corporation in accordance with the terms of the Deferral Agreement, and any claim for such benefits shall be considered and reviewed under the terms of the Deferral Agreement. (c) The Corporation may make payment of benefits directly to the Executive or his beneficiaries as they become due under the terms of the Deferral Agreement. The Corporation shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the Executive or his beneficiaries. Such payments by the Corporation shall not amend the Payment Schedule unless the Corporation specifically amends said Schedule in writing. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the Payment Schedule, the Corporation shall make the balance of each such payment as it falls due. The Trustee shall notify the Corporation where principal and earnings are not sufficient.

PAYMENTS TO EXECUTIVE AND HIS BENEFICIARIES. (a) The Corporation Company shall deliver to the Trustee a written copy of the Agreement and a schedule (the "Payment Schedule") that indicates the amounts payable in respect of the Executive (and his beneficiaries), that ) and provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paidpaid (as provided for or available under the Agreement), and the dates time of commencement for payment of such amounts. Except as otherwise provided hereinin (c) below, the Trustee shall make payments to the Executive and his beneficiaries in accordance with the Agreement and such Payment Schedule. The Corporation may amend or modify such Payment Schedule from time to time by providing the Trustee with written notice of such amendments. The Trustee may conclusively rely on such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Deferral Agreement and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the CorporationCompany. (b) The entitlement of the Executive or his beneficiaries to benefits under the Deferral Agreement shall be determined by the Corporation in accordance with solely under the terms of the Deferral Agreement, and any claim for such benefits shall be considered and reviewed under the terms by Trustee based on Trustee's reasonable interpretation of the Deferral Agreement. (c) The Corporation Company may make payment of benefits directly to the Executive or his beneficiaries as they become due under the terms of the Deferral Agreement. The Corporation Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the Executive or his beneficiaries. Such payments by the Corporation shall not amend the Payment Schedule unless the Corporation specifically amends said Schedule in writing. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the Payment Scheduleterms of the Agreement, the Corporation Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Corporation Company where principal and earnings are not sufficient.

PAYMENTS TO EXECUTIVE AND HIS BENEFICIARIES. (a) The Corporation On May 13, 2010 (or upon Executive’s death, if earlier), Trustee shall deliver pay to Executive the Trust Amount plus interest and/or dividends earned pursuant to Section 2(c) on such Trust Amount and less applicable withholding as set forth in this Section 2(a). Prior to such date, the Company shall advise Trustee, and Trustee shall remit to the Trustee a written schedule (the "Payment Schedule") that indicates the amounts payable in respect of the Executive (and his beneficiaries), that provides the amounts so payable, the form in which such Company an amount is to be paid, and the dates for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Executive and his beneficiaries in accordance with such Payment Schedule. The Corporation may amend or modify such Payment Schedule from time to time by providing the Trustee with written notice of such amendments. The Trustee may conclusively rely on such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Deferral this Agreement for reporting and withholding of any federal, state or local taxes that may be required. The Company shall pay amounts withheld so remitted by Trustee to the appropriate taxing authorities or determine that as well as making any required reporting of such amounts have been reported, withheld withholding and paid by the Corporationpayment. (b) The entitlement of the Executive or his beneficiaries to benefits under the Deferral Agreement shall be determined by the Corporation in accordance with the terms of the Deferral Agreement, and any claim for such benefits shall be considered and reviewed under the terms of the Deferral Agreement. (c) The Corporation Company may make payment of benefits directly to the Executive or his beneficiaries as they become due under the terms of the Deferral Agreement. The Corporation Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the Executive or his beneficiariesbeneficiaries and, in the event of such a notification, Trustee shall not make such a payment. (c) Prior to May 13, 2010 (or Executive’s death, if earlier), Trustee shall invest the Trust Amount in money markets or other risk-free investments, and Executive shall be entitled to all interest earned on the Trust Amount from the effective date of this Agreement through May 13, 2010 (or Executive’s death, if earlier). Such payments Specifically, the Trustee is authorized: (i) to invest assets of the Trust in mutual funds for which affiliates of the Trustee act as investment advisor or investment manager, principal underwriter and/or distributor and/or for which the Trustee and/or its affiliates provide services. It is specifically acknowledged that the Trustee and its affiliates receive compensation from such affiliated mutual funds and the receipt of such compensation by the Corporation shall not amend Trustee and its affiliates in addition to the Payment Schedule unless the Corporation trustee’s fees is specifically amends said Schedule in writing. In addition, if the principal authorized. (ii) to delegate investment management functions to an affiliate of the Trust, Trustee and any earnings thereon, are not sufficient to make payments of benefits in accordance with it is specifically acknowledged that the Payment Schedule, the Corporation shall make the balance of each such payment as it falls due. The Trustee shall notify compensate such affiliate for such services from its Trustee’s fees. (iii) to execute securities transactions without providing written contemporaneous confirmation thereof to any beneficiary and to execute securities transactions through any broker/dealer, including an affiliate of Trustee. Confirmation of such transactions shall be included in the Corporation where periodic trust statement. (iv) to divide or distribute principal and earnings are not sufficientin kind or in money, or partly in each, or by way of undivided interests, pro rata or non-pro rata, in such manner as Trustee shall deem advisable.