Common use of Payments to Participants and Their Beneficiaries Clause in Contracts

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Following a Change of Control, upon the written request of the Company, the Trustee shall make regular Salary Related Payments to timethe Participants listed on Exhibit A, as long as they remain in the Company’s employ. The Company shall direct the Trustee to make payment to the Company’s payroll account for distribution to the Participants through the Company’s payroll vendor. As soon as administratively practical prior to the Company’s periodic payroll date, the Company shall deliver to the Trustee a schedule in writing that indicates the amounts payable in respect of each Participant, including the Company’s and the Participant’s respective share of payments to benefit plan providers, along with, as appropriate, a formula or other instructions acceptable to Trustee for determining the amounts so payable. The Company shall provide in writing to the Trustee any and all information the Trustee reasonably believes necessary for the Trustee or its agent to make any determination as to payments to Participants. The Company 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 Salary Related Payments, shall pay amounts withheld to the appropriate taxing authorities and shall certify to the Trustee that such amounts have been reported, withheld and paid by the Company. The Trustee shall not be responsible for calculating, reporting or withholding any taxes related to the Salary Related Payments, including issuing IRS Forms W-2. (b) Annually, prior to a Change of Control, the Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, that indicates the form in which such amounts are to be paid (as provided for or available under the appropriate Plan), and that indicates the time of commencement for payment of such amounts. Except as otherwise provided in Section 2(f) hereof or elsewhere herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Company shall provide in writing to the Trustee any and all information the Trustee reasonably believes necessary for the Trustee or its agent to make any determination as to payments to Participants, tax reporting, tax withholding or otherwise not less than 30 calendar days prior to the time the payments must be made. Within 20 days after a Change of Control, the Company shall deliver to the Trustee a then current Payment Schedule of benefits due under the Plans. Thereafter, the Trustee shall pay benefits due in accordance with such Payment Schedule. After a Change of Control, the Administrative Committee shall make the determination of benefits due to Participants or their beneficiaries and shall provide the Trustee with an updated Payment Schedule whenever appropriate. (c) The Trustee shall institute, and vigorously pursue, an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to make payments pursuant to the terms of the Payment Schedule following a Change of Control. (d) Except with respect to Salary Related Payments, the Trustee shall make provision for the reporting and withholding of any federal, state or local federal taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule a Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. If The Trustee shall make provision for the reporting and withholding of any state or local taxes that may be required with respect to the payment of benefits only as directed by the Company. (e) The Company shall, from time to time, pay taxes of any and all kinds whatsoever that at any time are lawfully levied or assessed upon or become payable in respect of the Trust Fund, the income or any property forming a part thereof or any security transaction pertaining thereto. To the extent that any taxes lawfully levied or assessed upon the Trust Fund are not paid by the Company, the Trustee shall have the power to pay such taxes out of the Trust Fund and shall seek reimbursement from the Company. Prior to making any payment, the Trustee may require such releases or other documents from any lawful taxing authority as it shall deem necessary. The Trustee shall contest the validity of taxes in any manner deemed appropriate by the Company or its counsel, but at the Company’s expense, and only if it has received an indemnity bond or other security satisfactory to it to pay any such expenses. The Trustee shall not be liable for any nonpayment of tax when it distributes an interest hereunder on directions from the Company. (f) The Company may make payment of benefits directly to Participants or their beneficiaries as they become due under the terms of the relevant Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries and the Trustee’s obligation to make payments under the Payment Schedule provided pursuant to Section 2(b) shall be modified accordingly. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make Salary Related Payments or payments of benefits in accordance with the terms of the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where in the event that principal and earnings are not sufficient. sufficient (b) Upon the receipt by the Trustee of (i) in addition to instituting and pursuing a written notice from the Companycollection action as described in Section 2(c), indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”if applicable). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance Notwithstanding anything contained in this Trust Agreement to the contrary, if at any time the Trust is finally determined by the IRS not to be a “grantor trust” with the procedures mutually acceptable result that the income of the Trust Fund is not treated as income of the Company pursuant to Sections 671 through 679 of the Code, or if a tax is finally determined by the IRS to be payable by one or more Participants or beneficiaries with respect to any interest in the Plan or the Trust Fund prior to payment of such interest to such Participant or beneficiary, then the Trust shall automatically terminate 90 days following such final determination unless the Trustee has been provided written notice of the Company’s, Participant’s or beneficiary’s intent to appeal such determination in which event the Trust shall automatically terminate 90 days following the determination of the IRS becoming final on appeal. Upon written notice of termination, the Trustee shall immediately distribute such interest in a lump sum to each Participant or beneficiary in the amounts set forth in the most recent Payment Schedule provided to the Trustee regardless of whether such Participant’s employment has terminated and regardless of the form and time of payments specified in or pursuant to the relevant Plan as directed by the Company. Any remaining assets (less any expenses or costs due under Sections 9 and 13 of this Trust Agreement) shall then be paid by the Trustee to the Company in such amounts and Trusteein the manner instructed by the Company, all directions and instructions to whereupon the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writingreleased and discharged from all obligations hereunder. From and after the date of termination, transmitted by mail or by facsimile or shall be an electronic transmissionand until final distribution of the Trust Fund, provided the Trustee may, in its discretion, accept oral directions shall continue to have all of the powers provided herein as are necessary or expedient for the orderly liquidation and instructions and may require confirmation in writing (“Authorized Instructions”)distribution of the Trust Fund.

Payments to Participants and Their Beneficiaries. (a) From time to time, the The Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanAgreement), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Participant or his or her beneficiaries to benefits under the Agreement shall be determined by the Company or such party as it shall designate under the Agreement, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Agreement. (c) The Company may make payment of benefits directly to Participants or their beneficiaries as they become due under the terms of the Agreement. If The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleAgreement, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From 3.1 Prior to a Change in Control of an Employer, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries of an Employer at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. 3.2 The Employer may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of the Employer’s decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants or their Beneficiaries. Before a Preliminary Change in Control or Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the Trust assets for amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Employer. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state satisfactory evidence that the Employer has made the direct payments. No such reimbursement shall be allowed upon or local taxes during a Preliminary Change in Control or after Change in Control that may be required to be withheld with respect to the payment of benefits pursuant to the terms would result in Trust assets equaling less than 100% of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reportedtargeted funding level. In addition, withheld and paid by the Company. If if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company Employer shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Trust Agreement shall relieve each Employer of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust. (b) Upon the receipt by 3.3 The Company shall deliver to the Trustee a schedule of (i) benefits, to include state and federal tax withholding guidelines, due under the Arrangements on an annual basis. Immediately after a written notice from Preliminary Change in Control and before a Change in Control, the Company, indicating that Company shall deliver to the Plan has been completely terminated and (ii) Trustee an updated schedule of benefits due under the Arrangements to the affected Participants or their Beneficiaries. After a Payment Schedule, indicating how payments shall be made as a result of the termination of the PlanChange in Control, the Trustee shall pay to each Participant his or her account balance under the Plan benefits due in accordance with the terms of such Payment Scheduleschedule. Notwithstanding the foregoingAfter a Change in Control, upon the termination of the Plan the Company shall be entitled continue to make payment the determination of benefits directly due to the affected Participants or their Beneficiaries and shall provide the Trustee with an updated 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 form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the 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 determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or their beneficiaries Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in accordance with subsection arriving at its determination shall be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (fabsent negligence or willful misconduct by the Trustee) belowthat such payments should not be made. (c) 3.4 The Company hereby Trustee agrees that it will not itself institute any action at law or at equity, whether in the Authorized Party (as defined below) shall have nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the exclusive responsibility, and determination required to be made by the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that Section in the Payment Schedule is in accordance with the terms place and stead of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be madeTrustee. The Trustee shall have no responsibility may (and, if necessary or duty appropriate, shall) institute an action to determine collect a contribution due the tax effect of any payment Trust following a Change in Control or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment event that the Trust should ever experience a short-fall in the amount of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision assets necessary to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangements. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time The Recordkeeper has the responsibility to time, maintain a record of the accounts for each participant and his or her beneficiaries under the Plans. The Company may or the Recordkeeper shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant participant under the Plans (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants participants and their beneficiaries in accordance with such the 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 Payment Schedule Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. (b) The entitlement of a participant or his or her beneficiaries to benefits under the Plans shall be determined by the Company or such independent fiduciary as it may (before a Change in Control or Failure to Pay) or shall (after a Change in Control or Failure to Pay) designate (the “Fiduciary”), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. (c) The Company may make payment of benefits directly to participants or their beneficiaries as they become due under the terms of the Plans. If The Company shall notify 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 earning thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, as indicated to the Trustee on the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify reimburse the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly for any amounts paid to the Participant participants or their beneficiaries if made prior to a Change in accordance with subsection (f) below. (c) The Company hereby agrees that Control or Failure to Pay; provided there are sufficient assets in the Authorized Party (as defined below) shall have Trust to pay the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any paymentreimbursement. (d) The entitlement Notwithstanding anything herein to the contrary, upon the occurrence of a Participant or his or her beneficiaries to Termination and Change in Control, the benefits under the Plan participants shall be determined entitled to receive from the Trust the payments provided in Section 2(f); provided there are sufficient Trust assets to make all such payments. If there are not enough assets for full payments to all participants or their beneficiaries, the payments will be made pro rata based on the proportion between the participant or beneficiaries’ benefit (as reflected on the then current Payment Schedule) and the total Trust assets. The Trustee shall make such payments in accordance with a Payment Schedule delivered to it by the Company or such party as it shall designate under the PlanRecordkeeper, and any claim for such benefits shall be considered and reviewed under or at the procedures set out in written direction of the PlanFiduciary. (e) The Company may make payment of benefits directly Notwithstanding anything herein to the Participants or their beneficiaries as they become due under contrary, upon the terms occurrence of a Failure to Pay, each participant covered by the situation described in clause (i) of the Plandefinition of Failure to Pay, or each of the participants in the event of a situation described in clause (ii) of that definition, as the case may be, shall be entitled to receive from the Trust the payments as provided in Section 2(f); provided there are sufficient assets in the Trust to make all such payments. The Company Trustee shall notify the Trustee of its decision make such payments in accordance with a Payment Schedule delivered to make payment of benefits directly to Participants or their beneficiaries. If it by the Company makes payments according to this subsection or the Company shall make provision for Recordkeeper, or at 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 written direction of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesFiduciary. (f) Company shall furnish the Trustee with a written list Each participant has selected one of the namesfollowing payment alternatives with respect to each Plan, signatures and extent of authority of all persons authorized payment shall be made to direct Trustee and otherwise act on behalf each such participant in accordance with his or her selected alternative from among the following two options: 1. A lump sum payment of the Company and full amount credited to the Participants participant’s accounts under the terms Plans within 30 days following the Termination and Change in Control or Failure to Pay, as the case may be; or 2. Payment of this Trust Agreement (“Authorized Party”). The Trustee the full amount credited to the participant’s accounts under the Plans in monthly, quarterly, semiannual or annual payments, over a period not to exceed fifteen years, as selected by the participant commencing within 30 days following the Change in Control, which are substantially equal in amount or in the number of share units being valued and paid or in the number of Company Shares being distributed, except that earnings attributable to periods following the Change in Control shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Partyincluded with each payment. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Distributions from the Trust shall be made by the Trustee to timeParticipants and Beneficiaries at the direction of the Company. In the event that the Trustee makes such a distribution, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, federal or state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule Arrangements and shall pay amounts withheld to the appropriate taxing authorities authorities. The entitlement of a Participant or determine that his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company under the Arrangements and any claim for such amount have been reported, withheld benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. 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. If 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, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Trust Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees In the event that the Authorized Party (as defined below) Trustee is directed to make distributions, the Company shall have the exclusive responsibility, and deliver to the Trustee shall not have any responsibility or duty a schedule of benefits, to include state and federal tax withholding guidelines, due under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be madeArrangements on an annual basis. The Trustee shall have no responsibility or duty pay benefits due in accordance with such schedule to determine the include state and federal tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Planwithholding guidelines, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authoritiesdue. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party or professional administrator as it shall designate under the Arrangements as the Company's agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants or their Beneficiaries. Before a Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the amounts payable in respect Trust assets, and debit the account of each Participant (and or his or her beneficiaries)Beneficiary, that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and Participant or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Company. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state or local taxes satisfactory evidence that may the Company has made the direct payments. No such reimbursement shall be required to be withheld with respect to the payment of benefits pursuant to the terms allowed after a Change in Control that would result in Trust assets equaling less than 100% of the Payment Schedule Required Funding and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reportedExpense Reserve. In addition, withheld and paid by the Company. If 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The After a Change in Control, the Company hereby agrees that shall continue to make the Authorized Party (as defined below) determination of benefits due to Participants or their Beneficiaries and shall have the exclusive responsibility, and provide the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms a schedule of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be madebenefits due. The Trustee shall have no responsibility pay benefits due in accordance with such schedule; provided however, a Participant or duty to determine the tax effect of any payment or to see their Beneficiaries may make application to the application Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. In making any paymentdetermination required or permitted to be made by the Trustee under this Section, the 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 determination, 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 be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (d) The entitlement Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements. (e) In the event any Participant or his or her beneficiaries beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account under any Arrangement prior to the time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary but only to the extent that such distribution would not trigger taxation under Section 409A of the Internal Revenue Code ("Section 409A") or violate applicable law, as determined by the Company. For these purposes, except as required otherwise by Section 409A, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company, or upon proper application of the Participant or Beneficiary. The actual amount of the distribution and whether the distribution complies with this Section 2(e) shall be determined by the Company, except that following a Change in Control, the Trustee may make such determinations to the extent permitted by Section 2(c). Except as otherwise required to avoid taxation under Section 409A an amount to the credit of a Participant's Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is now appealed to the courts; (b) a final determination by the United States Tax court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company's tax counsel, addressed to the Company and the Trustee, to the effect that by reason of Treasury Regulations, amendments to the Internal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, amounts to the credit of Participants hereunder are subject to federal income tax prior to payment. The Company may, but is not required to, undertake at its sole expense to defend any tax claims described herein which are asserted by the Internal Revenue Service against any Participant or Beneficiary, including attorney fees and cost of appeal, and shall have the sole authority to determine whether or not to appeal any determination made by the Service or by a lower court. Any distributions from the Fund to a Participant or Beneficiary under this Section 2(e) shall be applied in accordance with provisions of the Arrangement to reduce the Company liabilities to such Participant and/or Beneficiary under the Plan Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments under the Arrangement. Any reduction in accordance with the foregoing sentence and the Arrangements shall be determined by the Company or such party as it shall designate under the Planprior to a Change of Control. Following a Change of Control, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall continue to make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect such determination subject to the payment right of benefits pursuant a Participant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish petition the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement Section 2 (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”c).

Payments to Participants and Their Beneficiaries. (a) From time to time, the The Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state state, or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld withheld, and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (ec) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. If In addition, if the Company makes principal of the Trust, and any earnings thereon, are not sufficient to make payments according to this subsection of benefits in accordance with the terms of the Plan, the Company shall make provision for the reporting and withholding balance of any federal, state or local taxes that may be required to be withheld with respect to the each such payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”)as it falls due. The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to notify the Company where principal and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but earnings are not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”)sufficient.

Payments to Participants and Their Beneficiaries. (a) From time to time, the 2.1 Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that that: (i), indicates the amounts payable in with respect of each Participant (and his or her beneficiariesBeneficiaries), that (ii) provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, (iii) indicates the form in which such amounts are to be paid (as provided for or available under the Plan), and (iv) provides the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries Beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authoritiesauthorities or determine that such amounts have been reported, withheld and paid by Company. (f) 2.2 The entitlement of a Participant or his Beneficiaries to benefits under the Plan shall be determined by Company or such party as: it shall furnish designate under the Trustee with a written list Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. 2.3 Company may make payment of the names, signatures and extent of authority of all persons authorized benefits directly to direct Trustee and otherwise act on behalf of the Company and the Participants or their Beneficiaries as they become due under the terms of this Trust Agreement (“Authorized Party”)the Plan. The Company shall notify Trustee shall be entitled of its decision to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by make payment of benefits directly prior to the Companytime amounts are payable to Participants or their Beneficiaries. In addition, as appropriate, of a change if the principal of the identity Trust, and any earnings thereon, are not sufficient to make payments of an Authorized Party. (g) In benefits in accordance with the procedures mutually acceptable to terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but earnings are not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”)sufficient.

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants or their Beneficiaries. Before a Potential Change in Control or Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the Trust assets for amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Company. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state satisfactory evidence that the Company has made the direct payments. No such reimbursement shall be allowed upon or local taxes during a Potential Change in Control or after Change in Control that may be required to be withheld with respect to the payment of benefits pursuant to the terms would result in Trust assets equaling less than 100% of the Payment Schedule Required Funding and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reportedExpense Reserve. In addition, withheld and paid by the Company. If if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Trust Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees that shall deliver to the Authorized Party (as defined below) Trustee a schedule of benefits, to include state and federal tax withholding guidelines, due under the Arrangements on an annual basis. Immediately after a Potential Change in Control and before a Change in Control, the Company shall have deliver to the exclusive responsibilityTrustee an updated schedule of benefits due under the Arrangements. After a Change in Control, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is pay benefits due in accordance with such schedule. After a Change in Control, the terms Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated 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 form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the 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 Plan Participant’s or Beneficiary’s payment hereunder. In making its determination, the Trustee may consult with and applicable lawmake such inquiries of such persons, including without limitationthe Participant or Beneficiary, the amountCompany, timing legal counsel, actuaries or method other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of payment and the identity Company (absent a manifest abuse of each person to whom discretion by the Trustee) that such payments shall should not be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant Trustee agrees that it will not itself institute any action at law or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Planat equity, and any claim for such benefits shall be considered and reviewed under the procedures set out whether in the Plan. (e) The Company may make payment nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise, requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld with respect made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the payment Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of benefits assets necessary to make payments pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangements. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea CNF Change in Control, benefit payments due under an Arrangement will be made by the Company may deliver to or by the Trustee a schedule (at the “Payment Schedule”) that indicates the amounts payable in respect direction of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan an Arrangement shall be determined by the Company or such party as it shall designate under committee responsible for administration of the PlanArrangement, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanArrangement. (eb) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the PlanArrangements. The Company shall notify If, as a result of the Trustee of its decision to make Company's payment of benefits, the Trust holds assets in excess of 120% of the amount necessary to pay the benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 payable pursuant to the terms of the Plan Arrangements, together with anticipated fees and expenses of the Trustee, the Trustee shall pay amounts withheld promptly transfer from the Trust to the appropriate taxing authoritiesCompany the amount of the benefits paid by the Company. (fc) If payment is by the Trustee and the Trust does not have sufficient Marketable Assets to make payments of benefits in accordance with the terms of the Arrangements, the Company shall furnish make the balance of each such payment as it falls due in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust. (d) After a Potential CNF Change in Control or a CNF Change in Control, the Company shall deliver to the Trustee a schedule of benefits accrued under the Arrangements. After a Potential CNF Change in Control or a CNF Change in Control -- (1) The Trustee shall pay benefits due in accordance with such schedule, unless the Company pays the benefits pursuant to Section 2(a). (2) The committee responsible for administration of the Arrangements shall continue to make the determination of benefits due to Participants or their beneficiaries and shall provide the Trustee with an updated schedule of benefits due. (3) A Participant or the beneficiary of a written list deceased Participant may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the namesArrangements pursuant to the procedures set forth in Attachment B. (4) In making any determination required or permitted to be made by the Trustee under this Section, signatures the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or beneficiary's entitlement to a payment hereunder and shall make payment from the Trust in accordance with that determination. (5) In making its determination, 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 be reimbursed by the Company and, to the extent of authority of all persons authorized not paid by the Company within a reasonable time, shall be charged to direct the Trust. (6) The Company waives any right to contest any amount paid over by the Trustee and otherwise act hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (e) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Participants under Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a CNF Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized PartyArrangements. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the Company may deliver to the Trustee entitlement of a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and or his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are Beneficiaries to be paid (as provided for or available benefits under the Plan)Plans shall be determined by the Company under the Plans, and any claim for such benefits shall be considered and reviewed under the time of commencement for payment of such amountsprocedures set out in the Plans. Except as otherwise provided hereinIn addition, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment SchedulePlans, the Company shall make the balance of each such payment as it falls duedue in accordance with the Plans. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Plans except to the extent such liabilities are met by application of assets of the Trust. (b) Upon Prior to the receipt by time the first payment due hereunder is to be made, the Company shall deliver to the Trustee a schedule of benefits due under the Plans (i) a written notice the “Payment Schedule”). If the Company determines that only certain individuals will be paid from the CompanyTrust, indicating that then the Plan has been completely terminated Payment Schedule may be limited to only such individuals. The Payment Schedule will provide directions to the Trustee regarding the amounts so payable, set forth the form(s), the time of commencement and conclusion of payments (ii) as provided for or available under the Plans), and the state and federal tax withholding guidelines. Immediately after a Change in Control, the Company shall deliver to the Trustee an updated Payment Schedule, indicating how payments shall be made as Schedule with respect to all Participants and Beneficiaries in the Plans. After a result of the termination of the PlanChange in Control, the Trustee shall pay to each Participant his or her account balance under the Plan benefits due in accordance with the terms of such Payment Schedule. Notwithstanding the foregoingAfter a Change in Control, upon the termination of the Plan the Company shall be entitled continue to make payment the determination of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan Beneficiaries and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish provide the Trustee with an updated Payment Schedule; provided, however, that a written list Participant or (following the Participant’s death) their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the namesPlans, signatures and in such case, the Trustee shall make a determination in response to the application as soon as practicable but in no event later than ninety (90) days. If a determination is not completed within ninety (90) days, the Trustee shall notify the affected parties that a thirty (30) day extension is required to complete its independent decision. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant’s or Beneficiary’s entitlement to a payment hereunder. In making its determination, 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 be reimbursed by the Company and, to the extent of authority of all persons authorized not paid by the Company within a reasonable time, shall be charged to direct the Trust (but not the Expense Reserve). The Company waives any right to contest any amount paid over by the Trustee and otherwise act hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company and the Participants under the terms (absent a manifest abuse of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing discretion by the Company, as appropriate, of a change of the identity of an Authorized PartyTrustee) that such payments should not be made. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change in Control, distributions from the Company may deliver to Trust shall be made by the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits Beneficiaries in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment except as it falls duemay otherwise be provided herein. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) Prior to a written notice from the Company, indicating that the Plan has been completely terminated and (ii) Change in Control or a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay Failure to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party Pay (as defined in Section 15 below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation), the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries Beneficiaries to benefits, and the benefits amount and payment schedule of such benefits, under the Plan Arrangements shall be determined by the Company or such party as it shall designate under the PlanArrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanArrangements unless the Trustee determines, in its sole and absolute discretion, that there has been a Failure to Pay. (b) The Company shall deliver to the Trustee a schedule of benefits due (including state and federal tax withholding guidelines) under the Arrangements on an annual basis or upon any change in the amount or payment schedule of such benefits which are payable during the next twelve (12) months. Immediately upon a Potential Change in Control and before a Change in Control, the Company shall deliver an updated schedule of benefits due under the Arrangements taking into account such anticipated Change in Control. Commencing with a Change in Control, the Trustee shall pay benefits due in accordance with such schedule. After a Change in Control, the Company (or its successor) shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due (including state and federal tax withholding guidelines) on an annual basis or upon any change in the amount or payment schedule of such benefits (affecting benefits payable during the next twelve (12) months) until all such benefits have been paid; provided however, a Participant or the Beneficiaries of a deceased Participant may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder. (c) Notwithstanding anything herein to the contrary, upon the occurrence of a Failure to Pay, as defined in Section 15 below, each Participant covered by the situation described in that definition shall be entitled to receive from the Trust the payments due and payable under the Arrangements, as determined by the Trustee, in its sole and absolute discretion. Each such payment shall bear interest at the U.S. Prime Rate quoted by the U.S. Federal Reserve ("Prime Rate") from the date which the payment was due and payable under the Arrangements to the date of actual payment to the Participant. In the event a Participant receives a payment after the date such payment was due and payable under the Arrangements, such payment shall bear interest at the Prime Rate from the date to which the payment was due and payable under the Arrangements to the date of actual payment to the Participant. The Trustee shall determine, in its sole and absolute discretion, whether a payment is made after the date such payment was due and payable under the Arrangements, and the amount of interest, if any, is due to the Participant. (d) In making its determination under subsections 2(b) or 2(c) of this Trust Agreement, 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 be reimbursed by the Company. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (e) The Company may make payment Trustee agrees that it will not itself institute any action at law or at equity (whether in the nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise), requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld made by the Trustee under this Section 2. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event the Company fails to make a contribution in accordance with respect to Sections 1(g), 1(h) or 1(i), or if at any time there are not sufficient Trust assets for the payment of benefits due and payable within the next twelve (12) months pursuant to Sections 2 or 3(c) hereof and the terms of Company does not otherwise make such contribution within a reasonable time after demand from the Plan and shall pay amounts withheld to the appropriate taxing authoritiesTrustee. (f) In the event any Participant or his or her Beneficiary is determined to be subject to federal income tax on any of his or her benefits under any Arrangement prior to the time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (including taxes or other charges imposed, if any, pursuant to Section 409A of the Code or any successor regulation or legislation) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. The Company shall furnish promptly reimburse the Trust for any such distribution in an amount certified by the Trustee with to be needed for the Participant's benefits. For these purposes, a written list Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the namesmaximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, signatures or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company prior to a Change in Control and extent of authority of all persons authorized the Trustee following a Change in Control. A Participant's benefits shall be determined to direct Trustee and otherwise act on behalf of be subject to federal income tax upon the earliest of: (a) a final determination by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company's tax counsel, addressed to the Company and the Participants Trustee, to the effect that by reason of Treasury Regulations, amendments to the Internal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, Participant's benefits under the terms Arrangements are subject to federal income tax prior to payment. In no event, however, shall a distribution be made to a Participant or his or her beneficiary under this paragraph to the extent such distribution would cause an Arrangement to fail to meet the requirements of this Trust Agreement Section 409A (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change or any successor regulation or legislation) of the identity of an Authorized PartyCode. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From Subject to Paragraph (f) of Section 2 hereof, Paragraph (b) of this Section 3 and Paragraph (b) of Section 16 hereof, Trustee, from time to time, time upon receipt of direction from the Company may deliver Non-Qualified Plans Committee prior to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable Change in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan)Control, and from the time of commencement for payment of such amounts. Except as otherwise provided hereinAdministrative Committee after a Change in Control, the Trustee shall make payments from the Trust, as specified in such direction to such persons, in such manner and in such amounts as the Participants Non-Qualified Plans Committee or the Administrative Committee, as the case may be, shall direct, and their beneficiaries in accordance with 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 amounts paid pursuant to the terms of the Payment Schedule and such direction thereafter no longer shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If the principal constitute a part of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon Company may, from time to time prior to a Change in Control, furnish Trustee with certain information regarding the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated Participants and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance Beneficiaries under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, Plans and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms determination of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party Plans (hereinafter referred to 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 Plan. (e) The Company may make payment of benefits directly to the "Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”Data"). The Trustee shall be entitled to rely on the accuracy of the Participant Data provided by Company prior to a Change in Control, and shall be fully protected have no duty to verify the accuracy thereof. Company shall, after a Change in acting upon Control, furnish the Administrative Committee and Trustee with Participant Data at least once each Plan Year. Such Participant Data shall include (1) names, addresses, dates of birth, and social security numbers of each Participant and Beneficiary in the Plans; (2) the amount and form of benefits under each of the Plans of each Participant and Beneficiary if such Participant would retire or die as of either the last day of such Plan Year or the last day of the Plan Year in which such Participant attained age 62; (3) earnings history, compensation (cash and deferred) and bonus history of each Participant; (4) amounts payable from the UCAR Carbon Retirement Plan on behalf of each Participant; (5) a schedule of the estimated yearly cash payments under the Plans; and (6) any other information regarding the Plan which the Administrative Committee may reasonably request or which the Administrative Committee may deem necessary to administer this Trust. Following a Change in Control and notwithstanding any other provisions of this Agreement, Trustee shall, without direction from an Authorized Party until notified Company, to the extent funds are available in writing the Trust for such purpose, make payments to Participants and Beneficiaries in such manner and in such amounts as the Administrative Committee shall determine they are entitled to be paid under the Plans based on the most recent Participant Data furnished to the Administrative Committee by Company and any supplemental information furnished to the Administrative Committee by a Participant or Beneficiary upon which the Administrative Committee may reasonably rely in making such determination. The Administrative Committee may make such reasonable inquiry of Company as is necessary to determine whether any amounts that would otherwise be payable under this Agreement have previously been paid by Company, and may reasonably rely on any information provided by Company with regard to such payment. A determination by the Administrative Committee with regard to a Participant's entitlement to payments under the terms of this Agreement shall be binding as to all Participants and Company, as appropriate, of a change of the identity of an Authorized Party. (gc) In accordance with the procedures mutually acceptable event it shall be determined prior to a Change in Control that the Company and Participants and/or Beneficiaries of the Plans are subject to any tax under the terms of the Trust created hereunder, then Trustee, all directions and instructions to the Trustee upon receipt of direction from an Authorized Party, including but not limited to the Payment ScheduleCompany, shall be make payments from the Trust to such persons, in such manner and in such amounts as Company shall direct, for purposes of (1) paying the amount of Federal and state tax and interest and any penalties thereon which such Participants and/or Beneficiaries may incur arising out of such determination or (2) distributing the interests of Participants and Beneficiaries in the Trust. In the event such a determination is made after a Change in Control occurs, then each Participant or Beneficiary who is subject to such tax, may notify the Administrative Committee, in writing, transmitted by mail to direct Trustee to make payments from the Trust for either of the purposes set forth in section (1) or by facsimile or (2) of the preceding sentence. Trustee shall not make the payments for the purposes set forth in the first sentence of this Paragraph (c) without such written direction and Trustee may request such documentation as it reasonably deems necessary to evidence the amount of such payments. (d) Payments to Participants and Beneficiaries pursuant to Paragraphs (b) and (c) of this Section 3 shall be an electronic transmission, provided made by Trustee to the Trustee mayextent that Trust funds for such purposes are sufficient to allow such payments. Subject to Paragraph (d) of Section 2, in its discretionany month in which the Administrative Committee directs Trustee to make payments from the Trust and the Administrative Committee determines that a particular Account in the Trust does not have sufficient funds to provide for the payment of all amounts otherwise payable to Participants and Beneficiaries in such month under a particular Plan, accept oral directions the amount otherwise payable to each such Participant or Beneficiary under such Plan 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 under such Plan and instructions the denominator of which is the total of the benefits payable prior to such reduction during such month to all Participants and may require confirmation Beneficiaries under such Plan. (e) After a Change in writing (“Authorized Instructions”)Control occurs, Company shall make such contributions to the Trust created hereunder as shall be necessary to ensure the assets of the Trust shall at all times be sufficient to discharge Company's obligations under the Plans.

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea CNF Change in Control, benefit payments due under an Arrangement will be made by the Company may deliver to or by the Trustee a schedule (at the “Payment Schedule”) that indicates the amounts payable in respect direction of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan an Arrangement shall be determined by the Company or such party as it shall designate under committee responsible for administration of the PlanArrangement, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanArrangement. (eb) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the PlanArrangements. The Company shall notify If, as a result of the Trustee of its decision to make Company's payment of benefits, the Trust holds assets in excess of 120% of the amount necessary to pay the benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 payable pursuant to the terms of the Plan Arrangements, together with anticipated fees and expenses of the Trustee, the Trustee shall pay amounts withheld promptly transfer from the Trust to the appropriate taxing authoritiesCompany the amount of the benefits paid by the Company. (fc) If payment is by the Trustee and the Trust does not have sufficient Marketable Assets to make payments of benefits in accordance with the terms of the Arrangements, the Company shall furnish make the balance of each such payment as it falls due in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust. (d) After a Potential CNF Change in Control or a CNF Change in Control, the Company shall deliver to the Trustee a schedule of benefits accrued under the Arrangements. After a Unit Change in Control, the Company shall deliver to the Trustee a schedule of benefits accrued under the Arrangements with respect to each Participant to whom the Unit Change in Control applies. After a Unit Change in Control (with respect to the benefits of Participants to whom the Unit Change in Control applies), a Potential CNF Change in Control, or a CNF Change in Control -- (1) The Trustee shall pay benefits due in accordance with such schedule, unless the Company pays the benefits pursuant to Section 2(a). (2) The committee responsible for administration of the Arrangements shall continue to make the determination of benefits due to Participants or their beneficiaries and shall provide the Trustee with an updated schedule of benefits due. (3) A Participant or the beneficiary of a written list deceased Participant may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the namesArrangements pursuant to the procedures set forth in Attachment B. (4) In making any determination required or permitted to be made by the Trustee under this Section, signatures the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or beneficiary's entitlement to a payment hereunder and shall make payment from the Trust in accordance with that determination. (5) In making its determination, 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 be reimbursed by the Company and, to the extent of authority of all persons authorized not paid by the Company within a reasonable time, shall be charged to direct the Trust. (6) The Company waives any right to contest any amount paid over by the Trustee and otherwise act hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (e) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Participants under Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a CNF Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized PartyArrangements. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change of Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company except as may deliver otherwise be provided by this Trust. The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party or professional administrator as it shall designate under the Arrangements as the Company's agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements except as may otherwise be provided by this Trust. (b) Notwithstanding Section 2(a), a Participant or Beneficiary who believes that he is entitled to a distribution pursuant to one or more of the Arrangements may make application to the Trustee a schedule (for an independent determination by the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and Trustee concerning his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available entitlement after he has exhausted his administrative remedies under the Plan), and the time of commencement for payment of such amountsArrangement at issue. Except as otherwise provided hereinIn making its independent determination, the Trustee shall make payments to may consider information provided it by the Participants and their beneficiaries in accordance with such Payment ScheduleParticipant or Beneficiary or the Company. The Trustee shall make provision for the reporting and withholding of any federalshall, state or local taxes that may be required to be withheld with respect in such case, reach its own independent determination as to the payment of Participant's or Beneficiary's entitlement to such benefits pursuant under the Arrangement, even if the Trustee has been informed by the Company that the individual is not entitled to the terms benefit. Such determination shall be made within sixty (60) days of the Payment Schedule Trustee's receipt of the Participant's or Beneficiary's application for determination. If the Trustee so desires, it may, in its sole discretion, make additional inquiries and take such additional measures as it deems necessary in order to enable it to determine whether such benefits claimed are due and payable, including but not limited to, interviewing or requesting affidavits from appropriate persons. The Trustee may engage an actuary, independent of the Company, to assist it in determining whether benefits are due and payable. In addition, the Trustee may engage its own counsel or other experts it deems necessary. The cost of such actuary, counsel, and other expert, and any other costs reasonably incurred by the Trustee in making its determination shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid be borne by the Company. If the Company fails to pay any such costs when due, the Trustee may use the assets of the Trust Fund to pay them as provided in Section I(h). The determination of the Trustee shall be final and binding on all parties. Upon determining that an individual is entitled to receive payment of a benefit, the Trustee shall notify such individual and the Company of the amount payable and the data upon which such determination is based. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (c) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their Beneficiaries prior to the time amounts are payable to such individuals. The Trustee may reimburse the Company for such payments upon presentation of proof satisfactory to the Trustee, in its discretion, that such payments have in fact been made. In the event the Company makes such payments directly, the Company may request the Trustee within thirty (30) days of the making of the payment to reimburse the Company for such payment from the Trust, and upon receipt of evidence satisfactory to the Trustee that such payment has been made, the Trustee shall pay such reimbursement to the Company. 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any paymentTrust. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish provide the Trustee with a written list copy of each Arrangement and shall provide the Trustee with a copy of any amendment to any Arrangement within thirty (30) days of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf adoption of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”)amendment. The Trustee shall be entitled to rely on and shall be fully protected the terms of each Arrangement as in acting upon direction from an Authorized Party effect prior to its amendment until notified in writing by the Company, as appropriate, Trustee receives a copy of a change of the identity of an Authorized Partysuch amendment. (ge) In accordance with the procedures mutually acceptable to On or before each Funding Date, the Company and Trustee, all directions and instructions shall deliver to the Trustee from an Authorized Partya schedule of benefits due under the Arrangements. Such information shall, including but not limited for defined benefit obligations, consist of information of the same type as is furnished by the Company to the Payment Scheduleactuary for its tax qualified defined benefit plan for those Participants actively employed, recognizing that individual benefit amounts cannot be finalized until commencement of benefits and application of certain federal tax limitations to the Participant's qualified plan benefits. Such information for individual deferred compensation account balances and defined contribution obligations shall be in writing, transmitted consist of such information as determined by mail or by facsimile or shall be an electronic transmission, provided the third party recordkeeper. The Company agrees to cooperate at all times with the Trustee mayto furnish updated data as is necessary to determine final benefits due to each Participant and Beneficiary. Subsequent to a Change of Control, the Trustee shall pay benefits due in its discretionaccordance with such schedule. After a Change of Control, accept oral directions the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and instructions and shall provide the Trustee with an updated schedule of benefits due; provided however, a Participant or their Beneficiaries may require confirmation in writing (“Authorized Instructions”make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements as provided by Section 2(b). (f) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee.

Payments to Participants and Their Beneficiaries. (a) From time to time, the The Company may shall deliver periodically to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that Beneficiaries) and provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the Contracts or Plan), ) and the time of commencement for of payment of such amounts. In the event the Company fails to provide a Payment Schedule to the Trustee, the Trustee may demand such Payment Schedule and the Company shall promptly provide such Payment Schedule to the Trustee. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries Beneficiaries in accordance with such Payment Schedule. The Payment Schedule may periodically be amended by the Company to reflect additional retirements of Participants, changes in their marital status, terminations as a result of disability and such other matters as may result in a change in the form or amount of benefits payable to Participants. 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and/or Contracts and shall pay amounts withheld to the appropriate taxing authoritiesauthorities or determine that such amounts have been reported, withheld and paid by the Company. (fb) Company The entitlement of a Participant or Beneficiary to benefits under the Plan or Contracts shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of be determined by the Company or such party as it shall designate under the Plan or Contracts, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan or Contracts. (c) The Company may make payment of benefits directly to Participants or their Beneficiaries under the Plan or Contracts as they become due under the terms of this Trust Agreement (“Authorized Party”)the Plan or Contracts. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries, and a revised Payment Schedule reflecting such direct payments shall promptly be delivered by the Company to the Trustee. 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 Plan and Contracts, the Company shall make the balance of each such payment as it falls due. The Trustee shall be entitled to rely on notify the Company when principal and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change earnings are not sufficient. The establishment and funding of the identity of an Authorized Party. (g) In accordance with Trust shall not relieve the procedures mutually acceptable Company from its obligations to provide the benefits under the Plan or the Contracts except pro tanto to the Company extent that amounts are paid to Participants and Trustee, all directions and instructions to Beneficiaries from the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”)Trust.

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change of Control, distributions from the Company may deliver to Trust shall be made by the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for at the reporting and withholding direction 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan Plans shall be determined by the Company or such party or professional administrator as it shall designate under the PlanPlans as the Company’s agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (eb) The Company and any participating Subsidiary may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the PlanPlans. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. If In addition, if the Company makes corpus of the Trust including the principal, and any earnings thereon, is not sufficient to make payments according to this subsection of benefits in accordance with the terms of the Plans, the Company shall make provision for the reporting and withholding balance of any federal, state or local taxes that may be required each such payment as it falls due in accordance with the Plans. The Trustee shall notify the Company when the corpus is not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to be withheld with respect pay benefits due under the Plans except to the extent such liabilities are actually satisfied by the Trust. (c) After a Change of Control, the Company shall deliver to the Trustee a schedule of liabilities under the Plans, together with a payment schedule so that the Trustee can resolve whether contributions are sufficient and whether assets will be sufficient to make payments when due. Thereafter, the Trustee shall pay such amount of benefits as shall be in accordance with such 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 schedule of benefits due. (d) The Trustee may at its discretion institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to pay all liabilities pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesPlans. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From Company shall from time to time, the Company may time deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Plan Participant (and his or her beneficiaries), ) and that provides a formula or other instructions for determining directions to Trustee regarding the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amountsamounts and appropriate federal, state and local tax withholding information. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision withhold such amounts from distributions as Company directs and shall follow instructions of Company with respect to (i) the remittance of such withheld amounts to appropriate governmental authorities and (ii) the related reporting and filing of required tax forms. Trustee may rely upon and shall be under no duty to verify the information contained in the Payment Schedule. Company shall have the sole responsibility for the reporting and withholding determination of any federal, state or local taxes that may be required (i) all tax amounts to be withheld with and (ii) filing and reports to be made in respect of payments to Participants. To the extent that Trustee pays benefits due a Participant under a Plan, Company shall be forever released and discharged from the obligation to pay such benefits. (b) The entitlement of a Plan Participant or his or her beneficiaries to benefits under a Plan shall be determined by Company, and any claim for such benefits shall be considered and reviewed under the procedures set out in the relevant Plan. (c) Company may make payment of benefits pursuant directly to the Plan Participants or their beneficiaries as they become due under the terms of the Payment Schedule and Plans. Company shall pay amounts withheld notify Trustee of its decision to have Company make payment of benefits directly prior to the appropriate taxing authorities time amounts are payable to Plan Participants or determine that such amount have been reportedtheir beneficiaries. In addition, withheld and paid by the Company. If 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 Payment SchedulePlans, the then Company shall immediately make up the balance of each such payment as it falls due. The Trustee shall notify the Company where when principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) sufficient to make a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance payment then due under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement be responsible for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld payable with respect to the payment of benefits pursuant to the terms of the Plan paid by Company and shall not be responsible to pay any amounts withheld to the appropriate taxing authoritiesauthority with respect to benefits paid by Company. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries)Beneficiaries, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries Beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, 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 Payment Schedule Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by Company or a Subsidiary. Prior to a Change of Control, Company may provide Trustee with a revised Payment Schedule. A revised Payment Schedule shall be effective upon its receipt by Trustee and shall supersede any and all Payment Schedules previously delivered by Company to Trustee with respect to a Participant. At the time a revised Payment Schedule is delivered to Trustee, Company shall also provide a written certification that there has been no Change of Control and Trustee shall be fully protected in relying upon such certification. Trustee shall be fully protected in making payments to Participants in the amount, form, and at the time or times specified in the Payment Schedule provided by Company pursuant to this Section and Trustee shall be indemnified and saved harmless as provided in Section 12 hereof for acting upon such direction of Company. (b) The entitlement of a Participant or his or her Beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. If Trustee shall have no responsibility or duty to make any such determination. (c) Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Plans. Company shall notify 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 Payment SchedulePlans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the Company may deliver to the Trustee entitlement of a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and or his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are Beneficiaries to be paid (as provided for or available benefits under the Plan)Arrangements shall be determined by the Committee appointed by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the time of commencement for payment of such amounts. Except as otherwise provided herein, procedures set out in the Trustee shall Arrangements. (b) The Company may make payments to the Participants and their beneficiaries in accordance with 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 directly to Participants or their Beneficiaries as they become due under the terms of the Payment Schedule and Arrangements. The Company shall pay amounts withheld notify the Trustee of its decision to make payment of benefits directly prior to the appropriate taxing authorities time amounts are payable to Participants or determine that such amount have been reportedtheir Beneficiaries. In addition, withheld and paid by the Company. If 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust. (bc) Upon After a Potential Change in Control and before a Change in Control, the receipt Company shall deliver to the Trustee a schedule of benefits due under the Arrangements. After a Change in Control, the Trustee shall pay benefits due in accordance with such schedule. After a Change in Control, the Committee appointed by the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, that (i) the amount due cannot be less than the amount shown on the pre Change in Control schedule of benefits unless the Participant or Beneficiary so consents (unless the decrease in the amount due is due to previous payments made to the Participant or Beneficiary, or the Participant's or Beneficiary's Plan account balance having declined due to a written notice from decrease in the Companyinvestments deemed allocated to his account), indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall Participant or their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. In making any determination required or permitted to be made as a result of by the termination of the PlanTrustee under this Section, the Trustee shall pay shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to each Participant his the Participant's or her account balance under Beneficiary's entitlement to a payment hereunder. In making its determination, the Plan in accordance Trustee may consult with the terms and make such inquiries of such Payment Schedule. Notwithstanding the foregoingpersons, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to including the Participant or their beneficiaries Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in accordance with subsection (f) below. (c) arriving at its determination shall be 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 hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and waives any right to contest any amount paid over by the Trustee shall not have hereunder pursuant to a good faith determination made by the Trustee notwithstanding any responsibility claim by or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms on behalf of the Plan and applicable law, including without limitation, Company (absent a manifest abuse of discretion by the amount, timing or method of payment and the identity of each person to whom Trustee) that such payments shall should not be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that after a Change in Control the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements. (e) In the event any Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account under any Arrangement prior to the Plan time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. After a Change in Control, to the extent the Trust would thereby become underfunded, the Company shall promptly reimburse the Trust for any such distribution in an amount certified by the Trustee to be needed for the Participant's benefits. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company or such party as it shall designate under prior to a Change in Control and the Plan, and any claim for such benefits Trustee following a Change in Control. An amount to the credit of a Participant's Account shall be considered and reviewed under determined to be subject to federal income tax upon the procedures set out in the Plan.earliest of: (ea) The Company may make payment of benefits directly a final determination by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company's tax counsel, addressed to the Company and the Trustee, to the effect that by reason of Treasury Regulations, amendments to the Internal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, amounts to the credit of Participants or their beneficiaries as they become due under the terms of the Planhereunderare subject to federal income tax prior to payment. The Company shall notify decide at its sole expense whether or not to defend any tax claims described herein which are asserted by the Trustee Internal Revenue Service against any Participant or Beneficiary, including attorney fees and cost of its decision appeal, and shall have the sole authority to make payment determine whether or not to appeal any determination made by the Service or by a lower court. The Company also agrees to reimburse any Participant or Beneficiary for any interest or penalties in respect of benefits directly tax claims hereunder upon receipt of documentation of same, unless due to Participants the Participant's or their beneficiariesBeneficiary's own gross negligence or willful neglect. If Any distributions from the Fund to a Participant or Beneficiary under this Section 2(e) shall be applied in accordance with the provisions of the Arrangement to reduce the Company makes payments according liabilities to this subsection such Participant and/or Beneficiary under the Arrangement. Any reduction in accordance with the foregoing sentence and the Arrangements shall be determined by the Company prior to a Change in Control. Following a Change in Control, the Company shall continue to make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect such determination subject to the payment right of benefits pursuant a Participant to petition the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesTrustee under Section 2(c). (f) Company shall furnish At the Trustee with a written list direction of the namesCompany, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled responsible for withholding federal and state tax required by law from any payment under the Arrangements that is made from the Trust to rely on and any Participant or Beneficiary. Withholding amounts shall be fully protected in acting upon direction from an Authorized Party until notified in writing by set forth on the Company, as appropriate, of a change of the identity of an Authorized Partypayment schedule. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to timeImmediately after a Change in Control, the Company may shall deliver to the Trustee a schedule of benefits due under the Arrangements (the “Payment Schedule”) that indicates ). The Payment Schedule will provide directions to the Trustee regarding the amounts payable in respect of each Participant (so payable, and his or her beneficiarieswill set forth the form(s), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid time of commencement and conclusion of benefits and payments (as provided for or available under the PlanArrangements), and the time of commencement for payment of such amountsstate and federal tax withholding guidelines. Except as otherwise provided hereinAfter a Change in Control, the Trustee shall make payments to the Participants and their beneficiaries pay benefits due in accordance with such Payment Schedule. After a Change in 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,; provided, however, that a Participant or (following the Participant’s death) their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements, and in such case, the Trustee shall make a determination in response to the application as soon as practicable but in no event later than ninety (90) days of receiving all necessary information and data to make a determination. If a determination is not completed within ninety (90) days, the Trustee shall notify the affected parties that a thirty (30) day extension is required to complete its independent decision. If in making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion. In making its determination, 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 be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust (but not the Dispute Expense Reserve or Trust Expense Reserve). The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (b) After a Change in Control, to the extent contemplated by the terms of the Arrangement, a Participant or Beneficiary may seek reimbursement from the Company of any reasonable attorney’s fees and necessary costs incurred (collectively, “Legal Fees”) to settle a dispute or in connection with any legal or arbitration proceeding with respect to such individual’s Arrangement. If not paid by the Company by the deadline established under the Arrangement, then the Participant or Beneficiary may provide a written request to the Trustee for reimbursement of such Legal Fees from the Dispute Expense Reserve. The written request shall be accompanied by such documentation of the Legal Fees incurred as the Trustee may reasonably request. The Trustee shall reimburse the Participant or Beneficiary (or such other person as the Participant or Beneficiary may designate in writing) the amount of all properly substantiated Legal Fees from the Dispute Expense Reserve within thirty (30) days of receipt of the written request (and accompanying substantiation) and, to the extent there are not adequate assets in the Dispute Expense Reserve, from the remainder of the Trust. The Company waives any right to contest any amount paid over by the Trustee from the Dispute Expense Reserve hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (c) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make provision for the reporting determination required to be made by the Trustee under this Section 2 in the place and withholding stead of any the Trustee. The Trustee may (and, if necessary or appropriate, shall), following a Change in Control, institute an action to collect a contribution due the Trust or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements. (d) The Trustee agrees to withhold and remit to the proper taxing authority all federal, state or state, local and foreign taxes that may be required as directed by the Company pursuant to Section 2(a) to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any paymentbenefits payable under this Trust. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may PWG shall deliver to the Trustee a payment schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of to each Participant (Trust Beneficiary and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in times at which such amounts are payable. The Compensation Committee or the Plan Administrator shall determine whether an event set forth on the Payment Schedule has occurred and shall advise the Trustee of such event. The Payment Schedule shall be consistent with the terms of the Plan and shall be delivered to be paid (the Trustee as provided for soon as practicable after a Participant has elected to begin receiving benefits under the Plan or available after any other event entitling a Trust Beneficiary to payments under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries each Trust Beneficiary in accordance with such Payment ScheduleSchedule and Section 2(b) below. 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall (i) pay amounts withheld to the appropriate taxing authoritiesauthorities or (ii) remit such withheld amounts to PWG for payment to the applicable taxing authorities upon written agreement from PWG that PWG shall be responsible for the applicable tax reporting and payment. If requested by the Trustee, PaineWebber shall provide the Trustee with the name and address of each Trust Beneficiary (the "Trust Beneficiary List"). The Trustee hereby agrees to keep the Trust Beneficiary List confidential and to utilize it solely in connection with the administration of the Plan and the Trust Agreement. (b) Subject to the provisions of Sections 2(c), 2(d) and 2(e), on and after the Change in Control Notice Date, the Trustee shall pay the amounts due to a Trust Beneficiary in respect of PWG's obligations under the Plan upon receipt of either (i) a Payment Schedule from PWG authorizing such payment or (ii) an affidavit from the Trust Beneficiary in substantially the form of Exhibit A hereto (an "Affidavit"), attesting to the amount of such payment and setting forth the circumstances giving rise to the obligation to make such payment under the Plan. The Trustee shall be authorized to rely on the Payment Schedule, written instructions from PWG or any such Affidavit, and, in the event of a conflict between the written instructions from PWG or the Payment Schedule and the Affidavit, the provisions of the Affidavit shall be controlling. The Affidavit shall be accompanied by a statement from an enrolled actuary certifying that the benefit payments requested by the Trust Beneficiary are correct and in reasonable, good faith compliance with the terms of the Plan. The reasonable fees and expenses of such enrolled actuary in preparing such statement shall be paid from the assets of the Trust, to the extent not paid directly by PaineWebber. (c) To the extent that (i) the Trustee is notified in writing by PWG that PWG's payment obligations to all Trust Beneficiaries have been paid in full and (ii) following the Change in Control Notice Date, the notice from PWG is confirmed in writing by the then remaining Trust Beneficiaries listed on the Trust Beneficiary List (which confirmation may be waived by the Trustee if the Trustee determines in good faith after reasonable inquiry that such confirmation is being unreasonably withheld by a Trust Beneficiary or cannot be obtained because the Trust Beneficiary is deceased), then the Trustee shall promptly pay to PWG the then remaining assets of the Trust. (d) PaineWebber may make payment of benefits directly to the Trust Beneficiaries as such benefits become due under the terms of the Plan. In the event any amount referred to in the Payment Schedule is paid by PaineWebber to a Trust Beneficiary, PWG shall notify the Trustee in writing of such event. Such notice shall include a Payment Schedule revised in accordance with such notice, and, following the Change in Control Notice Date, such revised Payment Schedule shall be confirmed by the applicable Trust Beneficiary listed on the Trust Beneficiary List (which confirmation may be waived by the Trustee if the Trustee determines in good faith after reasonable inquiry that such confirmation is being unreasonably withheld by the Trust Beneficiary or cannot be obtained because the Trust Beneficiary is deceased). Upon receipt of such notice, the Trustee shall amend the Payment Schedule to reduce the amount payable thereunder as set forth in such notice and, if applicable, confirmed by the Trust Beneficiary and shall distribute to PaineWebber an amount of assets from the Trust equal to the fair market value of the amount so paid by PaineWebber. (e) The Trust is established as a means of facilitating the payment of PWG's obligations under the Plan. 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 Plan and the Payment Schedule, PaineWebber shall make the balance of each such payment as it falls due. The Trustee shall notify PWG when the principal and earnings of the Trust are not sufficient to satisfy the obligations. Nothing in this Trust Agreement or in the Payment Schedule shall be construed in any way as relieving PaineWebber of its obligations if such obligations are not satisfied from the assets of the Trust. (f) Company Whenever it is contemplated that PaineWebber shall furnish the Trustee with make a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants payment or contribution under the terms of this Trust Agreement (“Authorized Party”). The Trustee Agreement, such payment or contribution shall be entitled made by PWG or any Subsidiary thereof designated by PWG, but no such designation by PWG shall in any way relieve PWG of its obligation to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Partymake such payment. (g) In PWG shall retain the Actuary to perform an annual actuarial valuation of the Plan and Trust and to report to PWG and the Trustee in accordance with generally accepted accounting and actuarial principles on the procedures mutually acceptable assets and liabilities of the Plan and Trust. The Actuary shall also calculate for PWG and the Trustee the amounts payable under the Plan and Trust to each Trust Beneficiary. The reasonable fees and expenses of the Actuary may be paid from the assets of the Trust, to the Company extent not paid directly by PaineWebber. In addition, prior to a Change in Control, reasonable administration expenses incurred by the Plan Administrator in connection with the operation of the Trust (including reasonable fees and Trusteeexpenses of legal counsel) may be paid from the assets of the Trust, all directions and instructions to the Trustee from an Authorized Party, including but extent not limited otherwise paid directly by PaineWebber. Anything in this Section 2(h) to the Payment Schedulecontrary notwithstanding, shall the aggregate amount of fees and expenses that may be charged against the Trust Fund under this Section 2(h) in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and any calendar year may require confirmation in writing (“Authorized Instructions”)not exceed $50,000.

Payments to Participants and Their Beneficiaries. (a) From time to time, the The Company may shall deliver to the Trustee a copy of the Plan document, together with a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. If the Company has not done so previously, it shall deliver the Plan document and the Payment Schedule to the Trustee before the occurrence of any Change of Control, as defined under the Plan, and upon the occurrence of a Change of Control, shall deliver to the Trustee a current census of Participants and a current Payment Schedule (to the extent revisions to the most recent previous Payment Schedule are necessary or appropriate). Within 30 days after the occurrence of a Change in Control, the Company shall notify the Trustee in writing of such occurrence. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision provisions 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (fb) Subject to any determination made and set forth in the Payment Schedule described in section 2(a) following a Change of control, the entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall furnish designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Plan. Notwithstanding the foregoing, the Trustee with a written list shall not be responsible in any way for reviewing or deciding on any claim for benefits under the Trust or the Plan. (c) The Company may make payment of the names, signatures and extent of authority of all persons authorized benefits directly to direct Trustee and otherwise act on behalf of the Company and the Participants or their beneficiaries as they become due under the terms of this the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time such amounts are payable to the Participants or their beneficiaries. The Company may request and obtain reimbursement from the Trust Agreement (“Authorized Party”)for the amount of the benefits directly paid by the Company after such payment is made. 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 Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to notify the Company when principal and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but earnings are not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”)sufficient.

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Plans shall be determined by the Plan Administrative Committee (the “Plan Committee”) appointed by the Company under the Plans, and any claim for such benefits shall be considered and reviewed by the Plan Committee pursuant to the procedures set out in the Plans. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Plans. The Company shall notify the Trustee of its decision to make such direct payment of benefits prior to the time amounts are paid to timeParticipants or their Beneficiaries, and any such notification shall continue in effect until the Company provides the Trustee with written notice to the contrary. Before a Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the amounts payable in respect Trust Fund, and debit the account of each Participant (and or his or her beneficiaries)Beneficiary, that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and Participant or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Company. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state or local taxes satisfactory evidence that may be required to be withheld with respect the Company has made the direct payments. No such reimbursement to the payment of benefits pursuant Company shall be allowed after a Change in Control to the terms extent that such reimbursement would reduce the assets of the Payment Schedule and shall pay amounts withheld Trust Fund to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If the principal less than one hundred percent (100%) of the TrustRequired Funding and Expense Reserve, and any earnings thereonas most recently calculated in accordance with Section 1 of this Trust Agreement. In addition, if the assets of the Trust Fund are not sufficient to make payments of benefits in accordance with the terms of the Payment SchedulePlans, the Company shall make the balance of each such payment as it falls duedue in accordance with the terms of the applicable Plan. The Trustee shall notify the Company where principal and earnings when the Trust Fund is not sufficient for such payments. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Plans, except to the extent such liabilities are not sufficient. (b) Upon the receipt met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust Fund. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and deliver on an annual basis to the Trustee shall not have any responsibility or duty under this Trust Agreement a schedule (the “Payment Schedule”) for determining that each of the Plans as follows: (i) for the SERP, such Payment Schedule is shall indicate the amount of the accrued monthly retirement benefit of each Participant under that Plan, the form in which that retirement benefit will be paid in accordance with the terms of the Plan and applicable law, including without limitationPlan, the amount, timing or method of payment commencement date for such retirement benefit and the identity of each person to whom such payments state and federal tax withholding guidelines, (ii) for the Cash Balance SERP, the Payment Schedule shall be made. The Trustee shall have no responsibility or duty to determine indicate the tax effect of any payment or to see balance credited to the application account of any paymentsuch Participant as of the most recent valuation date and the state and federal tax withholding guidelines, and (iii) for the Deferral Election Plan, the Payment Schedule shall indicate the amount credited under the Plan to each subaccount maintained for the Participant, the distribution event designated by the Participant for each such subaccount and the method in which that distribution is to be made (lump or installments over a period of year) in accordance with the Participant’s distribution election for that subaccount. (d) The entitlement following provisions shall be applicable in the event of a Change in Control: (1) Immediately prior to the Change in Control, the Company shall deliver to the Trustee an updated Payment Schedule for each of the Plans. After such Change in Control, the Trustee shall pay benefits from the Trust Fund in accordance with the applicable Payment Schedule for each Plan. The Plan Committee shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated Payment Schedule for each of the Plans on an annual basis; provided however, that Participants or their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due them under the applicable Plan. (2) In making any determination required or permitted to be made by the Trustee under this Section 2(d), the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant’s or Beneficiary’s entitlement to a payment hereunder. In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or his Beneficiary, the Company, legal counsel, actuaries or her beneficiaries to other persons, as the benefits under Trustee may reasonably deem necessary. Any reasonable costs incurred by the Plan Trustee in arriving at its determination shall be determined reimbursed by the Company or such party as it and, to the extent not paid by the Company within a reasonable time, shall designate under be charged to the PlanTrust Fund. (3) The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee in accordance with Section 2(d)(2) above, and notwithstanding any claim for by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such benefits shall payments should not be considered and reviewed under the procedures set out in the Planmade. (e) The Unless the Company may make otherwise makes the payment of benefits directly as permitted pursuant to Section 2(c) above, the Trustee shall, with respect to the Participants or their beneficiaries as they become due payments Trustee makes under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly Plans to Participants or their beneficiaries. If Beneficiaries, report and withhold the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any applicable federal, state or and local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan those payments and shall pay the withheld amounts withheld to the appropriate taxing authorities, unless the Trustee determines that such amounts have been reported, withheld and paid by the Company. (f) Company shall furnish The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee with a written list under this Section 2 in the place and stead of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”)Trustee. The Trustee shall be entitled have the right to rely on and shall be fully protected institute an action to collect a contribution due the Trust following a Change in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized PartyControl. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to timeIn and for each calendar quarter while this Trust Agreement is in effect (and not later than the tenth day of the first month in each such calendar quarter), the Company may hereby authorizes its actuaries Xxxxxx Xxxxxxx ("Xxxxxx Xxxxxxx") to deliver to the Trustee and to the Company a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining ) as of the amounts payablelast day of the most recent calendar quarter, the form in which such amounts are amount is to be paid (as provided for or available under the PlanPlans), and the earliest time of commencement for payment of such amountsamounts to the Participant under the Plans, and to deliver a copy of the Payment Schedule to each Participant (which copy may delete information relating to other Participants) at the same time Xxxxxx Xxxxxxx delivers such Payment Schedule to the Trustee and the Company. Except Xxxxxx Xxxxxxx shall also advise the Trustee in writing of amounts to be withheld in respect of any federal, state and local taxes from payments of benefits made by Trustee to Participants and their beneficiaries hereunder with each delivery of a Payment Schedule as above provided. Upon receipt of an affidavit executed by a Participant in the form attached hereto as Exhibit A and presented at the Trustee's office located at One Landmark Square, Stamford, Connecticut, and except as otherwise provided herein, the Trustee shall make payments payment of benefits to the Participants Participant and their his beneficiaries in accordance with the then most recent Payment Schedule received by the Trustee from Xxxxxx Xxxxxxx out of the assets of the Trust to the extent there are sufficient assets in the Trust to make such Payment Schedulepayment. The Trustee shall make such payment in cash and as soon as is practicable after presentation of the affidavit by the Participant. Any shares of the common stock of the Company then held in the Trust may be offered for sale to the Company or to any other prospective purchasers as the Trustee in its discretion shall see fit. The Trustee shall also make provision for the reporting and withholding of any federal, state or and local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule Plans as specified in such written advice from Xxxxxx Xxxxxxx, and shall pay amounts withheld to the appropriate taxing authorities authorities. In the event the Trustee shall not have received such a written advice regarding the withholding of taxes, the Trustee may assume that no federal, state or determine that such amount have been reported, local taxes are required to be withheld and paid by the CompanyTrustee with respect to the payment of the benefits to the Participant submitting the affidavit as above provided. (b) The Company may make payment of benefits directly to Participants or their beneficiaries as they become due under the terms of the Plans and, in such event, the Company shall notify the Trustee that it has made such a payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries by the Trustee as provided in (a) above. If 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 Payment SchedulePlans, the Company shall make the balance of each such payment as it falls when due. The ; the Trustee shall notify the Company where and the Participants when the principal and earnings are not sufficientsufficient as aforesaid. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries)Beneficiaries, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries Beneficiaries in accordance with 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 Payment Schedule Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. If Prior to a Change of Control, Company may provide Trustee with a revised Payment Schedule. A revised Payment Schedule shall be effective upon its receipt by Trustee and shall supersede any and all Payment Schedules previously delivered by Company to Trustee with respect to a Participant. At the time a revised Payment Schedule is delivered to Trustee, Company shall also provide a written certification that there has been no Change of Control and Trustee shall be fully protected in relying upon such certification. Trustee shall be fully protected in making payments to Participants in the amount, manner, and at the time or times specified in the Payment Schedule provided by Company pursuant to this Section, and Trustee shall be indemnified and saved harmless as provided in Section 12 hereof for acting upon such direction of Company. (b) The entitlement of a Participant or his or her Beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. Trustee shall have no responsibility or duty to make any such determination. (c) Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Plans. Company shall notify 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 Payment SchedulePlans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change of Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party or professional administrator as it shall designate under the Arrangements as the Company's agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants 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 Arrangements, the Company may shall make the balance of each such payment as it falls due in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust. (c) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available benefits due under the Plan), and the time Arrangements. Subsequent to a Change of commencement for payment of such amounts. Except as otherwise provided hereinControl, the Trustee shall make payments to the Participants and their beneficiaries pay benefits due in accordance with such Payment Scheduleschedule. 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 schedule of benefits due as of the commencement of each calendar year, and as of each date on which benefits first become payable to a Participant or Beneficiary under the Arrangements; provided however, a Participant or their Beneficiaries may make application to the Trustee for an independent decision by the Trustee as to the amount or form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder. In making its determination, 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. In making such determination, the Trustee shall be governed solely by the terms of the applicable Arrangements and such facts as may be pertinent to the application of such terms and conditions as shall be found to exist by the Trustee, on the basis that such terms have been validly adopted by the Company (and, without limiting the generality of the foregoing, that all things necessary to render the arrangements valid and binding obligations of the Company in accordance with their terms have been properly done in full compliance with the Company's certificate of incorporation, by laws, and applicable law). Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company. To the extent not paid by the Company within a reasonable time, such costs shall be advanced to the Trustee by the Trust, and the Company shall promptly reimburse the Trustee for such advance with interest from the date of advance to the date of reimbursement at such rate as the Trustee reasonably determines reflects money market rates for the period involved. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (d) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, or any arbitration proceeding or other alternative dispute resolution procedure, requesting a court, an administrative or quasi-judicial body, or arbitrator or person acting in a similar capacity to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may institute an action against the Company to collect a contribution due the Trust following a Change of Control, or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements, or for payment or reimbursement of fees, expenses and any amounts payable by the Company pursuant to Section 10(b). (e) 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 Payment Schedule Arrangements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that In the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have event any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account or due to him or her under any Arrangement prior to the Plan time of payment hereunder, whether or not attributable to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount as increased by payments under this Section 2(f), shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. The Company shall promptly reimburse the Trust for any such distribution in an amount certified by the Trustee to be needed for the Participant's benefits. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company prior to a Change of Control and the Trustee following a Change of Control. An amount to the credit of a Participant's account or such party as it shall designate under otherwise due to the Plan, and any claim for such benefits Participant shall be considered and reviewed under determined to be subject to federal income tax upon the procedures set out in the Plan.earliest of: (ea) The Company may make payment of benefits directly a final determination by the United States Internal Revenue Service addressed to the Participants Participant or their beneficiaries as they become due under his Beneficiary which is not appealed to the terms courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service, which is no longer subject to appeal; or (c) an opinion by the Company's tax counsel, addressed to the Company and the Trustee, to the effect that by reason of Treasury Regulations, amendments to the PlanInternal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, such amount is subject to federal income tax prior to payment. The Company shall notify undertake at its sole expense to defend any tax claims described herein which are asserted by the Trustee Internal Revenue Service against any Participant or Beneficiary, including attorney fees and cost of its decision appeal, and shall have the sole authority to make payment determine whether or not to appeal any determination made by the Service or by a lower court. The Company also agrees to reimburse any Participant or Beneficiary for any interest or penalties in respect of benefits directly tax claims hereunder upon receipt of documentation of same. Any distributions from the Fund to Participants a Participant or their beneficiaries. If Beneficiary under this Section 2(e) shall be applied in a manner consistent with the provisions of the Arrangement to reduce the Company makes liabilities to such Participant and/or Beneficiary under the Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments according under the Arrangement; provided, however, that in no event shall any Participant, Beneficiary or estate of any Participant or Beneficiary have any obligation to this subsection return all or any part of such distribution to the Company if such distribution exceeds benefits payable under an Arrangement. Any reduction in accordance with the foregoing sentence and the Arrangements shall be determined by the Company prior to a Change of Control . Following a Change of Control, the Company shall continue to make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect such determination subject to the payment right of benefits pursuant a Participant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish petition the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”Section 2(c). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and TrusteeNotwithstanding any other provision of this Trust Agreement, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, no benefits shall be payable from the Trust following a Change of Control, other than benefits accrued or otherwise taken into account in writing, transmitted determining the contribution required upon a Change of Control pursuant to Section 1(i) and benefits that become due as a result of a Change in Control Termination for which additional funding is required by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”Section 1(j).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company except as may otherwise be provided herein. Prior to a Change in Control, the Company may deliver to the Trustee entitlement of a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and or his or her beneficiaries)Beneficiaries to benefits under the Arrangements shall be determined by the Committee or Committees appointed by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements unless the Trustee determines, in its sole and absolute discretion, that provides there has been a formula or other instructions for determining the amounts payable, the form in which such amounts are Failure to be paid Pay. (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall b) The Company may make payments to the Participants and their beneficiaries in accordance with 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 directly to Participants or their Beneficiaries as they become due under the terms of the Payment Schedule and Arrangements. The Company shall pay amounts withheld notify the Trustee of its decision to make payment of benefits directly prior to the appropriate taxing authorities time amounts are payable to Participants or determine that such amount have been reportedtheir Beneficiaries. In addition, withheld and paid by the Company. If 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where when principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are actually satisfied by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees that shall deliver to the Authorized Party (as defined below) Trustee a schedule of benefits due under the Arrangements on an annual basis. Before a Change in Control, the Company shall have deliver on updated schedule of benefits due under the exclusive responsibilityArrangements. After a Change in Control, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is pay benefits due in accordance with such schedule. After a Change in Control, the Committee or Committees appointed by the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, a Participant or the Beneficiaries of a deceased Participant may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder (d) Notwithstanding anything herein to the contrary, upon the occurrence of a Failure to Pay, each Participant covered by the situation described in clause (i) of the definition of Failure to Pay, or each of the Participants in the event of a situation described in clause (ii) of that definition, as the case may be, shall be entitled to receive from the Trust the payments described by the underlying Arrangement, as determined by the Trustee, in its sole and absolute discretion. (e) In making its determination under part (c) or part (d) of this Section 2, 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 be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (f) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to make payments pursuant to the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any paymentArrangements. (dg) The entitlement of a In the event any Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account under any Arrangement prior to the Plan time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. The Company shall promptly reimburse the Trust for any such distribution in an amount certified by the Trustee to be needed for the Participant's benefits. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company or such party as it shall designate under prior to a Change in Control and the Plan, and any claim for such benefits Trustee following a Change in Control. An amount to the credit of a Participant's Account shall be considered and reviewed under determined to be subject to federal income tax upon the procedures set out in earliest of: (a) a final determination by the Plan. (e) The Company may make payment of benefits directly United States Internal Revenue Service addressed to the Participants Participant or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect his Beneficiary which is not appealed to the payment of benefits pursuant courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company's tax counsel, addressed to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the CompanyTrustee, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trusteeeffect that by reason of Treasury Regulations, all directions and instructions amendments to the Trustee from an Authorized PartyInternal Revenue Code, including but not limited published Internal Revenue Service rulings, court decisions or other substantial precedent, amounts to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”)credit of Participants hereunder are subject to federal income tax prior to payment.

Payments to Participants and Their Beneficiaries. (a) From time Annually, prior to timea Change of Control, the Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, that indicates the form in which such amounts are to be paid (as provided for or available under the appropriate Plan), and that indicates the time of commencement for payment of such amounts. Except as otherwise provided in Section 2(e) hereof or elsewhere herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Company shall provide in writing to the Trustee shall make provision any and all information the Trustee reasonably believes necessary for the reporting and Trustee or its agent to make any determination as to payments to Participants, tax reporting, tax withholding of any federal, state or local taxes that may be required to be withheld with respect otherwise not less than 30 calendar days prior to the payment time the payments must be made. Within 20 days after a Change of benefits pursuant to the terms of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment ScheduleControl, the Company shall deliver to the Trustee a then current Payment Schedule of benefits due under the Plans. Thereafter, the Trustee shall pay benefits due in accordance with such Payment Schedule. After a Change of Control, the Company shall continue to make the balance determination of benefits due to Participants or their beneficiaries and shall provide the Trustee with an updated Payment Schedule whenever appropriate; provided, however, that Participants or their beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Plans. In making any determination required or permitted to be made by the Trustee under this Section 2, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or beneficiary's entitlement to a payment hereunder. In making its determination, 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 it falls duethe Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be 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 Trustee, notwithstanding any claim by or on behalf of the Company where principal and earnings are (absent a manifest abuse of discretion by the Trustee) that such payments should not sufficientbe made or should not have been made. (b) Upon the receipt by the The Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibilityit will not itself institute any action at law or at equity, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out whether in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity nature of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trusteeaccounting, all directions and instructions to the Trustee from an Authorized Partyinterpleading action, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).request

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants or their Beneficiaries. Before a Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the Trust assets for amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Company. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state or local taxes satisfactory evidence that may the Company has made the direct payments. No such reimbursement shall be required to be withheld with respect to the payment of benefits pursuant to the terms allowed after a Change in Control that would result in Trust assets equaling less than 100% of the Payment Schedule Required Funding and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reportedExpense Reserve. In addition, withheld and paid by the Company. If if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Trust Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees that shall deliver to the Authorized Party (as defined below) Trustee a schedule of benefits, to include state and federal tax withholding guidelines, due under the Arrangements on an annual basis. Before a Change in Control, the Company shall have deliver to the exclusive responsibilityTrustee an updated schedule of benefits due under the Arrangements. After a Change in Control, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is pay benefits due in accordance with such schedule. After a Change in Control, the terms Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated 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 form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the 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 Plan Participant’s or Beneficiary’s payment hereunder. In making its determination, the Trustee may consult with and applicable lawmake such inquiries of such persons, including without limitationthe Participant or Beneficiary, the amountCompany, timing legal counsel, actuaries or method other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of payment and the identity Company (absent a manifest abuse of each person to whom discretion by the Trustee) that such payments shall should not be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant Trustee agrees that it will not itself institute any action at law or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Planat equity, and any claim for such benefits shall be considered and reviewed under the procedures set out whether in the Plan. (e) The Company may make payment nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise, requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld with respect made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the payment Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of benefits assets necessary to make payments pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangements. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).their

Payments to Participants and Their Beneficiaries. Prior to a Change of Control: Distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party or professional administrator as it shall designate under the Arrangements as the Company's agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. Such distributions may be made by direct payment of the benefit involved by the Company as agent for the Trustee following written notice to the Trustee, and reimbursement of the Company by the Trustee of the amount of such payment upon receipt of a written request from the Company and satisfactory documentation thereof (asuch as a copy of applicable payment records or checks). The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition, if the principal of the Trust (including any earnings thereon) From time allocable to timethe Benefit Fund and, if applicable, the Individual Account out of which any benefits are payable under the Arrangements, is not sufficient to make payments of such benefits in accordance with the terms of the Arrangements, the Company may shall make the balance of each such payment as it falls due in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits that are due under the Arrangements and are not paid by application of available assets of the Trust. After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available benefits due under the Plan), and the time Arrangements. Subsequent to a Change of commencement for payment of such amounts. Except as otherwise provided hereinControl, the Trustee shall make payments to the Participants and their beneficiaries pay benefits due in accordance with such Payment Scheduleschedule. 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 schedule of benefits due as of the commencement of each calendar year, and as of each date on which benefits first become payable to a Participant or Beneficiary under the Arrangements; provided however, a Participant or their Beneficiaries may make application to the Trustee for an independent decision by the Trustee as to the amount or form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder. In making its determination, 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. In making such determination, the Trustee shall be governed solely by the terms of the applicable Arrangements and such facts as may be pertinent to the application of such terms and conditions as shall be found to exist by the Trustee, on the basis that such terms have been validly adopted by the Company (and, without limiting the generality of the foregoing, that all things necessary to render the arrangements valid and binding obligations of the Company in accordance with their terms have been properly done in full compliance with the Company's certificate of incorporation, by laws, and applicable law). Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company. To the extent not paid by the Company within a reasonable time, such costs shall be advanced to the Trustee by the Trust, and the Company shall promptly reimburse the Trust for such advance with interest from the date of advance to the date of reimbursement at such rate as the Trustee reasonably determines reflects money market rates for the period involved. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, or any arbitration proceeding or other alternative dispute resolution procedure, requesting a court, an administrative or quasi-judicial body, or arbitrator or person acting in a similar capacity to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may institute an action against the Company to collect a contribution due the Trust following a Change of Control, or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements, or for payment or reimbursement of fees, expenses and any amounts payable by the Company pursuant to Section 10(b). 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 Payment Schedule Arrangements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the Company. If In the principal of the Trust, and event any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account or due to him or her under any Arrangement prior to the Plan time of payment hereunder, whether or not attributable to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount as increased by payments under this Section 2(f), shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. The Company shall promptly reimburse the Trust for any such distribution in an amount certified by the Trustee to be needed for the Participant's benefits. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company prior to a Change of Control and the Trustee following a Change of Control. An amount to the credit of a Participant's account or such party as it shall designate under otherwise due to the Plan, and any claim for such benefits Participant shall be considered and reviewed under determined to be subject to federal income tax upon the procedures set out in earliest of: (a) a final determination by the Plan. (e) The Company may make payment of benefits directly United States Internal Revenue Service addressed to the Participants Participant or their beneficiaries as they become due under his Beneficiary which is not appealed to the terms courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service, which is no longer subject to appeal; or (c) an opinion by the Company's tax counsel, addressed to the Company and the Trustee, to the effect that by reason of Treasury Regulations, amendments to the PlanInternal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, such amount is subject to federal income tax prior to payment. The Company shall notify undertake at its sole expense to defend any tax claims described herein which are asserted by the Trustee Internal Revenue Service against any Participant or Beneficiary, including attorney fees and cost of its decision appeal, and shall have the sole authority to make payment determine whether or not to appeal any determination made by the Service or by a lower court. The Company also agrees to reimburse any Participant or Beneficiary for any interest or penalties in respect of benefits directly tax claims hereunder upon receipt of documentation of same. Any distributions from the Fund to Participants a Participant or their beneficiaries. If Beneficiary under this Section 2(f) shall be applied in a manner consistent with the provisions of the Arrangement to reduce the Company makes liabilities to such Participant and/or Beneficiary under the Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments according under the Arrangement; provided, however, that in no event shall any Participant, Beneficiary or estate of any Participant or Beneficiary have any obligation to this subsection return all or any part of such distribution to the Company if such distribution exceeds benefits payable under an Arrangement. Any reduction in accordance with the foregoing sentence and the Arrangements shall be determined by the Company prior to a Change of Control. Following a Change of Control, the Company shall continue to make such determination subject to the right of a Participant to petition the Trustee under Section 2(c). Notwithstanding any other provision of this Trust Agreement, no benefits shall be payable from the Trust following a Change of Control, other than benefits accrued or otherwise taken into account in determining the contribution required upon a Change of Control pursuant to Section 1(l) and benefits that become due as a result of a Change in Control Termination for the reporting and withholding of any federal, state or local taxes that may be which additional funding is required to be withheld with respect by Section 1(m). References in this Trust Agreement to the payment of benefits pursuant to from the Trust and the like may include, where required by the terms of the Plan and shall pay amounts withheld Arrangements, transfer to the appropriate taxing authorities. (f) Company shall furnish a Participant of a life insurance policy held by the Trustee with a written list on the life of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Partysuch Participant. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (fe) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) The Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company except as may otherwise be provided herein. Prior to a Change in Control, the Company may deliver to the Trustee entitlement of a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and or his or her beneficiaries)Beneficiaries to benefits under the Arrangements shall be determined by the Committee or Committees appointed by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements unless the Trustee determines, in its sole and absolute discretion, that provides there has been a formula or other instructions for determining the amounts payable, the form in which such amounts are Failure to be paid Pay. (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall b) The Company may make payments to the Participants and their beneficiaries in accordance with 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 directly to Participants or their Beneficiaries as they become due under the terms of the Payment Schedule and Arrangements. The Company shall pay amounts withheld notify the Trustee of its decision to make payment of benefits directly prior to the appropriate taxing authorities time amounts are payable to Participants or determine that such amount have been reportedtheir Beneficiaries. In addition, withheld and paid by the Company. If 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where when principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are actually satisfied by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees shall deliver to the Trustee a schedule of benefits due under the Arrangements on an annual basis. After a Potential Change in Control and before a Change in Control, the Company shall deliver an updated schedule of benefits due under the Arrangements that is signed by the Authorized Party CEO and authorized by the Company’s Board of Directors (as defined below) shall have the exclusive responsibility“Board”). After a Change in Control, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is pay benefits due in accordance with the terms of the Plan and applicable law, including without limitationsuch schedule. After a Change in Control, the amountCommittee or Committees appointed by the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, timing that a Participant or method the Beneficiaries of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see a deceased Participant may make application to the application Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. In making any paymentdetermination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant’s or Beneficiary’s entitlement to a payment hereunder. (d) The entitlement Notwithstanding anything herein to the contrary, upon the occurrence of a Failure to Pay, each Participant covered by the situation described in clause (i) of the definition of Failure to Pay, or each of the Participants in the event of a situation described in clause (ii) of that definition, as the case may be, shall be entitled to receive from the Trust the payments described by the underlying Arrangement, as determined by the Trustee, in its sole and absolute discretion. (e) In making its determination under part (c) or part (d) of this Section 2, 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 be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust, first to be satisfied from the Expense Reserve. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee made in accordance with the claims procedure set forth in the applicable arrangement or, if none, in accordance with the claims procedures set forth in the Company’s Deferred Compensation Plan, notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (f) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements. (g) In the event any Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account under any Arrangement prior to the Plan time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. The Company shall promptly reimburse the Trust for any such distribution in an amount certified by the Trustee to be needed for the Participant’s benefits. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such distributions shall be at the direction of the Company or the Trustee, or upon proper application of the Participant or Beneficiary; provided that the actual amount of the distribution shall be determined by the Company or such party as it shall designate under prior to a Change in Control and the Plan, and any claim for such benefits Trustee following a Change in Control. An amount to the credit of a Participant’s Account shall be considered and reviewed under determined to be subject to federal income tax upon the procedures set out in earliest of: (a) a final determination by the Plan. (e) The Company may make payment of benefits directly United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company’s tax counsel, addressed to the Company and the Trustee, to the effect that by reason of Treasury Regulations, amendments to the Internal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, amounts to the credit of Participants or their beneficiaries as they become due under the terms of the Planhereunder are subject to federal income tax prior to payment. The Company shall notify undertake at its sole expense to defend any tax claims described herein which are asserted by the Trustee Internal Revenue Service against any Participant or Beneficiary, including attorney fees and cost of its decision appeal, and shall have the sole authority to make payment determine whether or not to appeal any determination made by the Service or by a lower court. The Company also agrees to reimburse any Participant or Beneficiary for any interest or penalties in respect of benefits directly tax claims hereunder upon receipt of documentation of same. Any distributions from the Fund to Participants a Participant or their beneficiaries. If Beneficiary under this Section 2(g) shall be applied in accordance with the provisions of the Arrangement to reduce the Company makes liabilities to such Participant and/or Beneficiary under the Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments according under the Arrangement; provided, however, that in no event shall any Participant, Beneficiary or estate of any Participant or Beneficiary have any obligation to this subsection return all or any part of such distribution to the Company if such distribution exceeds benefits payable under an Arrangement. Any reduction in accordance with the foregoing sentence and the Arrangements shall be determined by the Company prior to a Change in Control. Following a Change in Control, the Company shall continue to make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect such determination subject to the payment right of benefits pursuant a Participant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish petition the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”Section 2(c).

Payments to Participants and Their Beneficiaries. (a) From time to time, the The Company may shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Plan Participant (and his or her beneficiariesBeneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanArrangements), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries Beneficiaries in accordance with 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 Payment Schedule Arrangements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount amounts have been reported, withheld and paid by the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party as it shall designate under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (c) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. If The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (bd) Upon A Participant may make application to the receipt Trustee for an independent decision as to the amount of benefits due under the Arrangements in the event of a dispute between the Company and Participants. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment of (i) a written notice from benefits hereunder. In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant, the Company, indicating that legal counsel, actuaries or other experts, as the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined reimbursed by the Company or such party as it and, to the extent not paid by the Company within a reasonable time, shall designate under be charged to the Plan, and Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim for by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such benefits shall payments should not be considered and reviewed under the procedures set out in the Planmade. (e) The Company may make payment Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise, requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld with respect made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may institute an action to collect a contribution due the payment Trust following a Change of benefits Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangements. (f) Company shall furnish Subsequent to a Change of Control, in the event any Participant or his Beneficiary is determined to be subject to federal, state or local income tax on any amount under any Arrangement prior to the time of actual payment of benefits thereunder (whether or not due to the establishment of or contributions to this Trust), the Trustee with shall distribute a written list of Gross-Up Payment as hereinafter defined as soon thereafter as practicable to such Participant or Beneficiary. An amount or benefit shall be determined to be subject to federal income tax upon the namesearliest of: (a) a final determination by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) an opinion by the Company's tax counsel, signatures and extent of authority of all persons authorized addressed to direct Trustee and otherwise act on behalf of the Company and the Participants under Trustee, to the terms effect that by reason of this Trust Agreement (“Authorized Party”)Treasury Regulations, provisions of the Internal Revenue Code, published Internal Revenue Service rulings, court decisions or other substantial precedent, such amount or benefit is subject to federal income tax prior to payment. The Trustee Company shall be entitled undertake at its sole expense to rely on defend any tax claims described herein which the Internal Revenue Service asserts against any Participant or Beneficiary, and to pay all fees and costs related to such defense including attorney fees and cost of appeal, and shall be fully protected have the sole authority to determine whether or not to appeal any determination that the Internal Revenue Service or a lower court makes. The Company also agrees to reimburse any Participant or Beneficiary for any interest or penalties in acting respect of tax claims hereunder upon direction from an Authorized Party until notified in writing by the Company, as appropriate, receipt of a change documentation of the identity of an Authorized Partysame. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time Prior to timea Change of Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company except as may deliver otherwise be provided by this Trust. The entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company or such party or professional administrator as it shall designate under the Arrangements as the Company’s agent, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements except as may otherwise be provided by this Trust. (b) Notwithstanding Section 2(a), a Participant or Beneficiary who believes that he is entitled to a distribution pursuant to one or more of the Arrangements may make application to the Trustee a schedule (for an independent determination by the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and Trustee concerning his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available entitlement after he has exhausted his administrative remedies under the Plan), and the time of commencement for payment of such amountsArrangement at issue. Except as otherwise provided hereinIn making its independent determination, the Trustee shall make payments to may consider information provided it by the Participants and their beneficiaries in accordance with such Payment ScheduleParticipant or Beneficiary or the Company. The Trustee shall make provision for the reporting and withholding of any federalshall, state or local taxes that may be required to be withheld with respect in such case, reach its own independent determination as to the payment of Participant’s or Beneficiary’s entitlement to such benefits pursuant under the Arrangement, even if the Trustee has been informed by the Company that the individual is not entitled to the terms benefit. Such determination shall be made within sixty (60) days of the Payment Schedule Trustee’s receipt of the Participant’s or Beneficiary’s application for determination. If the Trustee so desires, it may, in its sole discretion, make additional inquiries and take such additional measures as it deems necessary in order to enable it to determine whether such benefits claimed are due and payable, including but not limited to, interviewing or requesting affidavits from appropriate persons. The Trustee may engage an actuary, independent of the Company, to assist it in determining whether benefits are due and payable. In addition, the Trustee may engage its own counsel or other experts it deems necessary. The cost of such actuary, counsel, and other expert, and any other costs reasonably incurred by the Trustee in making its determination shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid be borne by the Company. If the Company fails to pay any such costs when due, the Trustee may use the assets of the Trust to pay them as provided in Section 1(h). The determination of the Trustee shall be final and binding on all parties. Upon determining that an individual is entitled to receive payment of a benefit, the Trustee shall notify such individual and the Company of the amount payable and the data upon which such determination is based. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (c) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. The Trustee may reimburse the Company for such payments upon presentation of proof satisfactory to the Trustee, in its discretion, that such payments have in fact been made. In the event the Company makes such payments directly, the Company may request the Trustee within thirty (30) days of the making of the payment to reimburse the Company for such payment from the Trust, and upon receipt of evidence satisfactory to the Trustee that such payment has been made, the Trustee shall pay such reimbursement to the Company. 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 Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any paymentTrust. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish provide the Trustee with a written list copy of each Arrangement and shall provide the Trustee with a copy of any amendment to any Arrangement within thirty (30) days of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf adoption of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”)amendment. The Trustee shall be entitled to rely on and shall be fully protected the terms of each Arrangement as in acting upon direction from an Authorized Party effect prior to its amendment until notified in writing by the Company, as appropriate, Trustee receives a copy of a change of the identity of an Authorized Partysuch amendment. (ge) In accordance with the procedures mutually acceptable to On or before each Funding Date, the Company and Trustee, all directions and instructions shall deliver to the Trustee from an Authorized Partya schedule of benefits due under the Arrangements. Such information shall, including but not limited for defined benefit obligations, consist of information of the same type as is furnished by the Company to the Payment Scheduleactuary for its tax qualified defined benefit plan for those Participants actively employed, recognizing that individual benefit amounts cannot be finalized until commencement of benefits and application of certain federal tax limitations to the Participant’s qualified plan benefits. Such information for individual deferred compensation account balances and defined contribution obligations shall be in writing, transmitted consist of such information as determined by mail or by facsimile or shall be an electronic transmission, provided the third party recordkeeper. The Company agrees to cooperate at all times with the Trustee mayto furnish updated data as is necessary to determine final benefits due to each Participant and Beneficiary. Subsequent to a Change of Control, the Trustee shall pay benefits due in its discretionaccordance with such schedule. After a Change of Control, accept oral directions the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and instructions and shall provide the Trustee with an updated schedule of benefits due; provided however, a Participant or their Beneficiaries may require confirmation in writing (“Authorized Instructions”make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements as provided by Section 2(b). (f) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee.

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficientsufficient to make payments according to the Payment Schedule. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (fSection 2(e) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) The Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“"Authorized Party”"). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“"Authorized Instructions”").

Payments to Participants and Their Beneficiaries. (a) From time Prior to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable Change in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided hereinControl, the Trustee shall make payments distributions from the Trust to the Participants and their beneficiaries Beneficiaries at the direction of the Company. Prior to a Change in accordance with Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangement shall be determined as provided by the Arrangement, and any claim for such Payment Schedule. benefits shall be considered and reviewed under the procedures set out in the Arrangement. (b) The Trustee shall Company may 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 directly to Participants or their Beneficiaries as they become due under the terms of the Payment Schedule and Arrangement. The Company shall pay amounts withheld notify the Trustee of its decision to make payment of benefits directly prior to the appropriate taxing authorities time amounts are payable to Participants or determine that such amount have been reportedtheir Beneficiaries. In addition, withheld and paid by the Company. If 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 Payment ScheduleArrangement, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangement. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangement except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The After a Potential Change in Control and before a Change in Control, the Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and deliver to the Trustee shall not have any responsibility or duty a schedule of benefits due under this Trust Agreement for determining that the Payment Schedule is Arrangement. After a Change in accordance with the terms of the Plan and applicable law, including without limitationControl, the amountCompany shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, timing a Participant or method their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of payment and their benefits due under the identity of each person to whom such payments shall be madeArrangement. The Trustee shall have no responsibility or duty to determine notify the tax effect Company of any payment such appeal and the Company shall be permitted to provide the Trustee with any information the Company wishes the Trustee to consider in making a determination pursuant to this Section. In making any determination required or permitted to see be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the application Participant’s or Beneficiary’s entitlement to a payment hereunder. In making its determination, 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 be 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 paymentright to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made. (d) The entitlement of a In the event any Participant or his or her beneficiaries Beneficiary is determined to be subject to federal income tax on any amount to the benefits credit of his or her account under any Arrangement prior to the time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any distributions from the Fund to a Participant or Beneficiary under this Section 2(d) shall be applied to reduce the Company liabilities to such Participant and/or Beneficiary under the Plan shall applicable Arrangement with such reductions to be determined by made on a pro-rata basis over the Company or such party as it shall designate term of benefit payments under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.Arrangement (e) The Company may make payment Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise, requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld with respect made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the payment Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of benefits assets necessary to make payments pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangement. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may The Bank shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), and that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amounts are amount is to be paid (as provided for or available under the PlanDeferred Compensation Agreements), and the time of commencement for payment of such amounts. Except as otherwise provided hereinThe Bank shall be deemed to be in default if it fails to fulfill its payment obligations required under the Deferred Compensation Agreements and shall fail to cure any such failure within thirty (30) days after receiving written notice of such failure from any affected Participant or beneficiary. Upon the Trustee's receipt of a written certification of such default from the affected Participant or beneficiary, the Trustee shall make payments to the Participants and their beneficiaries such Participant or beneficiary in accordance with such the relevant Payment Schedule. Unless such certification shall have been provided by the Bank, the Trustee shall provide to the Bank a copy of such certification and notice of its commencement of such payments. The Trustee shall then continue to make provision for such payments until such time, if any, as it may receive written instructions to the reporting contrary signed by both the Bank and withholding the affected Participant or beneficiary. (b) The Trustee shall, in accordance with the written instructions of the Bank, withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of the benefits pursuant to the terms of the Payment Schedule Deferred Compensation Agreements and shall pay amounts withheld to the appropriate taxing authorities authorities. In addition, the Trustee shall be authorized to pay any federal, state or determine local taxes to any governmental body that such presents a tax deficiency notice to the Trustee with respect to income or asserts of the Trust The Bank shall deliver to the Trustee each year a certificate which specifies the amount have been reportedof taxes to be withheld, withheld if any, with respect to benefit payments to be made hereunder. The Trustee shall be entitled to rely conclusively on the written instructions of the Bank as to all tax reporting and paid withholding requirements. (c) The entitlement of a Participant or his or her beneficiaries to benefits under a Deferred Compensation Agreement shall be determined by the CompanyBank or such party (other than the Trustee) as the Bank shall designate under the Deferred Compensation Agreements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Deferred Compensation Agreements. (d) The Bank may make payment of benefits directly to the Participants or their beneficiaries, if they become so payable under the Deferred Compensation Agreements to such Participants or beneficiaries. If The Bank shall notify the Trustee of its decision to make payment of benefits directly, prior to the time amounts are payable to the 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 Payment ScheduleDeferred Compensation Agreements, the Company Bank shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where Bank if and when such principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay sufficient to each Participant his or her account balance discharge obligations currently due under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty further obligation hereunder to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out anyone interested in the PlanTrust. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From The Company shall deliver to Trustee from time to time, the Company may deliver time all necessary instructions as to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable to or in respect of each Participant participant (and his or her beneficiaries), that provides a formula or other instructions ) in form and substance acceptable to Trustee for determining the amounts to payable, the form in which such amounts are amount is to be paid (as provided for or available under in the Plan), and the time of commencement for payment of such amounts. Trustee may conclusively rely on such instructions, including without limitation the designation of the beneficiaries entitled to receive distributions in the event of the death of a participant. Except as otherwise provided herein, the Trustee shall make payments to the Participants participants and their beneficiaries in accordance with such Payment Scheduleinstructions. The Trustee shall make provision for the reporting and withholding of any federal, state state, or local taxes that may be required to be withheld with wit respect to the payment of benefits pursuant to the terms of the Payment Schedule Plan and shall pay amounts withheld to the appropriate taxing authorities or determine unless Trustee determines that such amount amounts have been reported, withheld withheld, and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it the Company shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (ec) The Company may make payment of benefits directly to the Participants Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to Participants the time amounts are payable by Trustee to participants or their beneficiaries. If In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with any instructions issued to Trustee by Company, Trustee shall notify the Company makes payments according to this subsection the Company shall make provision for the reporting that principal 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 Plan and shall pay amounts withheld to the appropriate taxing authoritiesearnings are not sufficient. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined by the Company under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements. (b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to timeParticipants or their Beneficiaries. Before a Potential Change in Control or Change in Control, the Company may deliver to direct the Trustee a schedule (in writing to reimburse the “Payment Schedule”) that indicates Company from the Trust assets for amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments directly to the Participants and or their beneficiaries in accordance with such Payment ScheduleBeneficiaries by the Company. The Trustee shall make provision reimburse the Company for such payments promptly after receipt by the reporting and withholding Trustee of any federal, state satisfactory evidence that the Company has made the direct payments. No such reimbursement shall be allowed upon or local taxes during a Potential Change in Control or after Change in Control that may be required to be withheld with respect to the payment of benefits pursuant to the terms would result in Trust assets equaling less than 100% of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reportedRequired Funding. In addition, withheld and paid by the Company. If if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment ScheduleArrangements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon . Nothing in this Trust Agreement shall relieve the receipt Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by the Trustee application of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result assets of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) belowTrust. (c) The Company hereby agrees that shall deliver to the Authorized Party (as defined below) Trustee a schedule of benefits, to include state and federal tax withholding guidelines, due under the Arrangements on an annual basis. Immediately after a Potential Change in Control and before a Change in Control, the Company shall have deliver to the exclusive responsibilityTrustee an updated schedule of benefits due under the Arrangements. After a Change in Control, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is pay benefits due in accordance with such schedule. After a Change in Control, the terms Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated 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 form of their benefits due under the Arrangements. In making any determination required or permitted to be made by the Trustee under this Section, the 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 Plan Participant’s or Beneficiary’s payment hereunder. In making its determination, the Trustee may consult with and applicable lawmake such inquiries of such persons, including without limitationthe Participant or Beneficiary, the amountCompany, timing legal counsel, actuaries or method other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be 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 hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of payment and the identity Company (absent a manifest abuse of each person to whom discretion by the Trustee) that such payments shall should not be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant Trustee agrees that it will not itself institute any action at law or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Planat equity, and any claim for such benefits shall be considered and reviewed under the procedures set out whether in the Plan. (e) The Company may make payment nature of benefits directly to the Participants an accounting, interpleading action, request for a declaratory judgment or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision otherwise, requesting a court or administrative or quasi-judicial body to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be determination required to be withheld with respect made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the payment Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of benefits assets necessary to make payments pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authoritiesArrangements. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Payments to Participants and Their Beneficiaries. (a) From time to time, the Company may deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with 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 Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. 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 Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authorities. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“"Authorized Party”"). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“"Authorized Instructions”").

Payments to Participants and Their Beneficiaries. (a) From time to timeUpon a Change in Control and thereafter, the Company Trustee shall independently and in its sole discretion determine each Participant’s entitlement to receive Benefits due under the Employment Agreements; provided, however, that a Trust Beneficiary may deliver make application to the Trustee for an independent decision as to the amount or form of their Benefits due under the Employment Agreements. In making any determination required or permitted to be made by the Trustee under this Section 2(a), the Trustee may consult with and make such inquiries of such persons, including the Trust 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 be reimbursed by the Company and, to the extent not paid by the Company within a schedule reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the “Payment Schedule”Trustee) that indicates such payments should not be made. (b) Provided that the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided hereinCompany is not Insolvent, the Trustee shall make payments of Benefits to each Participant from the Participants assets of the Trust in compliance and their beneficiaries in accordance conformity with 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 Payment Schedule Employment Agreements as may be determined by the Trustee in its sole and absolute discretion. (c) The Company may make payment of benefits directly to Trust Beneficiaries as they become due under the terms of the Employment Agreements. The Company shall pay amounts withheld notify the Trustee of its decision to make payment of benefits directly prior to the appropriate taxing authorities or determine that such amount have been reportedtime amounts are payable to Trust Beneficiaries. In addition, withheld and paid by the Company. If 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 Payment ScheduleEmployment Agreements, the Company shall make the balance of each such payment as it falls duedue in accordance with the Employment Agreements. The Trustee shall notify the Company where principal and earnings are not sufficient. (b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan . Nothing in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below. (c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. (d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by relieve the Company or such party as it shall designate under the Plan, and any claim for such of its liabilities to pay benefits shall be considered and reviewed under the procedures set out in the Plan. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms Employment Agreements except to the extent such liabilities are met by application of assets of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company 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 Plan and shall pay amounts withheld to the appropriate taxing authoritiesTrust. (f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party. (g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).