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

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) 2.1 The Company 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 beneficiaries), or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlans), 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 in accordance with such the most recent Payment ScheduleSchedule received by the Trustee. 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) 2.3 The Company may make payment of benefits directly to Plan 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. 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 PlanPlans, 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.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (copy of the "Payment Schedule") Deferred Compensation Plan for each Plan participant that indicates the amounts payable in respect of to each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s), 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 in accordance with such Payment Schedulethe Plans. The Trustee shall make provision provisions for the reporting and withholding of any federalFederal, state or State and local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement Entitlement of a the Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures procedure set out in the PlanPlans. (c) The Company may make payment of benefits directly to Plan 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. 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 PlanPlans, 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.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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. Trustee shall require Company to provide reasonable written documentation that such payments have been made directly to such participant or beneficiary. 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, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant 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 amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants Participants and their beneficiaries in accordance with such Payment Schedule. The It is the intent of the Company and the Trustee that the Company shall make provision be responsible for the reporting determining and withholding of any effecting all federal, state and local tax aspects of the Plan and the Trust Fund, including without limitation income taxes payable on the Trust Fund’s income, if any, any required withholding of income or local other payroll taxes in connection with the payment of benefits from the Trust Fund pursuant to the Plan, and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligation shall be a responsibility allocated to the Company, as the case may be be, hereunder. To the extent the Trustee is required by applicable law to be withheld pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation, shall direct the Trustee with respect to the payment performance of benefits pursuant such obligations and shall provide the Trustee with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to remit a reimbursement of such taxes to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits. (c) The Company may make payment of benefits directly to Plan participants 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 Participants or their beneficiaries. If requested by the Company, the Trustee shall reimburse the Company for any benefits under the Plan and Trust which are paid by the Company or otherwise satisfied. In addition, if the principal of the Trust, and together with any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the Plan, the 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.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant 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 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 Plan participants 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants Participants or their beneficiaries as they become due under the terms of the PlanPlan(s). The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the PlanPlan(s), 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.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Fixed Growth Program Plan 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 amount is to be paid (as provided for or available under the Fixed Growth Program of the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Fixed Growth Program Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Fixed Growth Program Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Fixed Growth Program Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make 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 notify the Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) 2.1 As and when payable pursuant to the Plans, the Company shall deliver promptly furnish to the Trustee a schedule (the "Payment Schedule") that indicates shows (i) the amounts payable in respect of to each Plan participant (and his or her beneficiaries), that provides (ii) a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (iii) the form in which such amount is amounts are to be paid (as provided for or available under the PlanPlans), and (iv) the time of commencement for payment of such amounts. Except as otherwise provided hereinin this Agreement, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) 2.3 The Company may make payment of pay benefits directly to Plan 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 pay 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 PlanPlans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where when principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyBank. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Bank 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. (c) Company Bank may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company Bank 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 Plan, Company Bank shall make the balance of each such payment as it falls due. Trustee shall notify Company Bank where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts amount payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule may be modified from time to time by Company. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Payments to Plan participants employed or previously employed by a Participating Affiliate or their beneficiaries shall only be made from the separate account or sub-trust allocated to that Participating Affiliate. 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyCompany or a Participating Affiliate. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. A Participating Affiliate may make payment of benefits directly to Plan participants employed or previously employed by the Participating Affiliate or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision or the decision of a Participating Affiliate to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if If the principal of the Trusta separate account or sub-trust allocated to a Participating Affiliate, and any earnings (if any) thereon, are not sufficient to make payments payment of benefits to Plan participants employed by or previously employed by that Participating Affiliate and their beneficiaries in accordance with the terms of the Plan, Company or the Participating Affiliate shall make the balance of each such payment as it falls due. If the entire principal of the Trust, and earnings (if any) thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings when assets of the Trust are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts amount payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule may be modified from time to time by Company. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 (if any) thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings when assets of the Trust are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant Participant (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 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, Trustee shall make payments to the Plan participants 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant Participant (or his or her beneficiaries beneficiaries) to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants Participants (or their beneficiaries beneficiaries) as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants Participants (or their beneficiaries). In addition, if the principal of the any 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. Trustee shall notify the Company where principal and earnings are not sufficient. Notwithstanding any other provision of this Trust Agreement, in the event that the Company determines in good faith that the assets of the Trust are in excess of the amount needed to pay benefits in accordance with the terms of the Plan, the Company may direct the Trustee to refund such excess to the Company.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts amount payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts amount so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amountsamount. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make be solely responsible for making the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. Unless otherwise agreed to by Trustee, Company shall be responsible for all tax information reporting with respect to payments made to Plan participants and beneficiaries hereunder.

Payments to Plan Participants and Their Beneficiaries. (a) Company The Employer shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in with respect of to each Plan participant employed by the applicable Employer (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 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 Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companythe Employer. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company the Employer 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. (c) Company The Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company The Employer 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 Plan, Company the Employer shall make the balance of each such payment as it falls due. The Trustee shall notify Company the Employer where principal and earnings are not sufficientinsufficient.

Payments to Plan Participants and Their Beneficiaries. (a) With respect to each Plan participant, the Company shall deliver direct the Trustee as to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 and amount is to be paid (as provided for or available under the Plan), ) to the participant (and his or her beneficiaries) and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee The Company shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 by the Trustee to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company, it being understood among the parties hereto that (1) the Company shall on a timely basis provide the Trustee specific information as to the amount of taxes to be withheld and (2) the Company shall be obligated to receive such withheld taxes from the Trustee and properly pay and report such amounts to the appropriate taxing authorities. (b) The entitlement of a Plan participant participants or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures procedure set out in the Plan. (c) The Company may make payment of benefits directly to the Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make payment payments 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 Plan, 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. (d) The Trustee shall have no responsibility to determine whether the Trust is sufficient to meet the liabilities under the Plan, and shall not be liable for payments or Plan liabilities in excess of the Trust assets.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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. Trustee shall require Company to provide reasonable written documentation that such payments have been made directly to such participant or beneficiary. 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, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company CEG shall deliver or cause to be delivered to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and or 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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The If so instructed by CEG, the Trustee shall make provision for withhold federal and state taxes from each payment under this agreement 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 of the Plan rate(s) designated by CEG and shall report and pay such amounts withheld to the appropriate federal and state taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company CEG or such party as it shall designate under the Plan, Plan and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. Trustee shall have no right or duty to inquire into CEG's decisions with respect to entitlement to benefits. (c) Company CEG may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company CEG shall notify Trustee in writing of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. CEG shall provide to the Trustee documentation substantiating that such payments were made under the terms of the Plan. If such documentation is not provided, Trustee shall make such payments in accordance with the Payment Schedule directly to Plan participants and their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, Trust Assets are not sufficient to make such payments of benefits in accordance with the terms of the Plan, Company CEG shall make the balance of each such payment as it falls due. Trustee shall notify Company CEG where principal and earnings Trust Assets are not sufficientsufficient to make benefit payments, however, Trustee shall have no duty to require any contributions to be made, or to determine that any of the contributions received comply with the conditions and limitations of the Plan. (d) In the event there is a final judicial determination or a final determination by the Internal Revenue Service that the Plan participants or their beneficiaries are subject to any tax with respect to any amounts held under the terms of the Trust, then Trustee solely at the direction of CEG shall make payments from the Trust to such Plan participants or their beneficiaries in such amounts as set forth in such final determination for the purpose of paying all applicable taxes and interest and any penalties thereon which such Plan participants or their beneficiaries incur arising out of such determination. CEG's decision as to whether a final determination has occurred shall be binding and conclusive on all Plan participants and their beneficiaries.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts amount of cash payable in respect of to each Plan participant Participant (and his or her beneficiaries), that provides a formula list, formula, or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid or delivered (as provided for or available under the Plan)) to the Participants, and the time of commencement for payment of such amountsamounts or delivery of Shares, as applicable. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries Participants in accordance with such the Payment Schedule. The Trustee Company shall make provision for the reporting and withholding of any federalstate, state federal or local taxes that may be required to be withheld with respect to the payment payments of benefits pursuant to the terms of the Plan and shall pay amounts withheld such amounts, as applicable, to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companypaid. (b) The entitlement of by a Plan participant or his or her beneficiaries Participant to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits therefore shall be considered and reviewed under the procedures set out forth in the Plan. (c) The Company may make payment of benefits directly to Plan participants the Participants or their beneficiaries the 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 or Shares are payable due to participants Participants or their beneficiariesBeneficiaries. In addition, if the principal of the Trust, Trust and any earnings thereon, are not sufficient to make payments of or distribute benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings may be due when the assets of the Trust are not sufficientinsufficient to do so.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company At such times and in accordance with such other procedures as may be determined by Company, Xxxxxx (or any successor thereto or, in the Company’s discretion, another independent actuarial services firm) shall deliver to the Trustee a schedule (in writing such information as shall enable the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant Trustee to fulfill its obligations to pay benefits to which Participants (and his any beneficiaries) are entitled under the terms of the Plans. The Trustee shall not, however, be responsible for withholding taxes from benefits or her beneficiaries)for any other tax-related withholding, that provides a formula reporting, or other instructions acceptable obligations imposed by law that may apply with respect to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), Plan benefits and the time company shall indemnify and hold the Trustee harmless with respect thereto. Such procedures and information also may, in the discretion of commencement for payment the Company, include the authority to pay to the Company from the Trust such amounts as the Company, in its discretion, may determine necessary or appropriate to satisfy all or any part of such amountsa tax withholding or other tax obligation with respect to any participant’s or beneficiary’s Plan benefits (including any income tax, Federal Insurance Contributions Act, or other tax obligation). Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries and to the Company in accordance with such Payment Scheduleprocedures and information and shall not be liable for the proper application of the Trust assets if payments are made in accordance with such procedures and information . The Further, the Trustee shall make provision not be responsible 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 adequacy of the Plan Trust to meet and shall pay amounts withheld to discharge any and all payments and liabilities under the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyPlans. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by 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 PlanPlans. (c) Company may make payment payments of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company shall notify Trustee in writing of its decision to make payment payments 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 PlanPlans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company in writing where principal and earnings are not sufficient. In no event shall Company’s obligations under the terms of the Plans be limited by the existence or terms of this Trust or to the assets of the Trust.

Payments to Plan Participants and Their Beneficiaries. (a) The Company or its designee shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of to each Plan 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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee or its agent shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyeach Employer. The Trustee may rely on instructions from the Company or its designee as to any required withholding or payments made by the Company and shall be fully protected under Sections 8 and 10 hereof in relying on such instructions. (b) Notwithstanding the foregoing, upon a Change of Control, the Trustee shall become responsible for the maintenance of a separate account for each participant under each Plan and for the periodic adjustments of such accounts. The Trustee may select and retain a third party administrator to maintain such accounts. The full expense incurred by the Trustee in maintaining such separate accounts shall be paid by the Company, and until so paid shall constitute a charge upon the fund. (c) The Company shall maintain and furnish the Trustee with such reports, documents, and information as shall be required by the Trustee to perform its duties and discharge its responsibilities under this Trust Agreement, including without limitation a copy of each of the Plans and any and all amendments thereto, and written reports setting forth the name, address, date of birth, and social security or tax identification number of each participant and beneficiary, a listing of the adjusted value of each separate account as of each valuation date prior to a Change of Control, and a listing of each participant's accrued benefit (determined as of the most recent December 31 or such other date as may be determined by the Company prior to a Change of Control) under each of the Plans. The Trustee shall be entitled to rely on the most recent reports, documents, and information furnished to it by the Company. The Company shall be required to notify the Trustee as to the termination of employment of any participant by death, retirement, or otherwise. Notwithstanding the foregoing, at any time after a Change of Control, the Trustee may rely upon information provided to the Trustee by the participant (or the beneficiary of a deceased participant). (d) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company his or her Employer or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (ce) Company An Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). Company An Employer 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. An Employer which has made such payment of benefits directly to participants or their beneficiaries may, prior to a Change of Control and while the Employer is not Insolvent, request reimbursement of such payments from the Trustee to the extent the principal of the Trust and any earnings thereon then held by the Trustee are sufficient to make such reimbursements. 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 PlanPlan(s), Company an Employer 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 a requested reimbursement or to make payments of benefits that the Trustee is directed to make.

Payments to Plan Participants and Their Beneficiaries. 2.1 The Plan Administrator (aas defined in the Plan) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company the Plan Administrator 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. (c) Company may 2.3 Trustee shall make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision , with amounts required for withholding to make payment of benefits directly prior be paid by each Plan participant to the time Company or the Trustee, as applicable, (in the amounts are payable determined by the Plan Administrator) or otherwise provided for in a manner acceptable to participants the Company or their beneficiariesthe Trustee, as applicable, for remittance to the appropriate taxing authority. 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, Company shall make the balance of each such payment as it falls due. Trustee . 2.4 Each Plan participant who would otherwise be entitled to receive a fractional share of Company common stock shall notify Company where principal and earnings are not sufficientinstead receive an amount of cash, without interest, equal to such fraction of the then fair market value of a Share less a proportionate amount of any costs incurred to convert a Share into cash.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts amount so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in with respect of to each Plan 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 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 Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make 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 notify the Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants Participants and their beneficiaries in accordance with such Payment ScheduleSchedule or other instructions as provided. 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company The Corporation 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form (cash, securities or other assets) in which such amount is to be paid (as provided for or available under the Plan), ) and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan 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 federal 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 or determine that such amounts have been reported, withheld and paid by Companythe Corporation. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company the Corporation or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) Company The Corporation may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company The Corporation shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company the Corporation shall make the balance of each such payment as it falls due. The Trustee shall notify Company where the Corporation if principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Upon the occurrence of a Change in Control, the Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 2 3 of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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 procedures, if any, set out in the Plan. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions reasonably acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for (or available available) under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s), and the time of commencement for payment of such amounts. Except as otherwise provided hereinherein or in the Plan(s), Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined in good faith by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of to each Benefit Plan 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 amount .amount is to be paid (as provided for or available under the Benefit Plan), and the time for commencement of commencement for payment of such amounts. Except as otherwise provided hereinThe Company shall be deemed to be in default if it fails to fulfill its payment obligations required under the Benefit Plan and shall fail to cure any such failure within thirty (30) days after receiving written notice of such failure from any affected Benefit Plan participant or beneficiary. Upon the Trustee’s receipt of a written certification of such default from the affected Benefit Plan participant or beneficiary, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment ScheduleSchedule and the Trustee shall provide to the Company a copy of such certification and notice or 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 the affected participant or beneficiary. (b) The Trustee shall, in accordance with the written instructions of the Company, in the event of a Change in Control of the Company, or in accordance with the written instructions of the Benefits Determiner (as defined in Article )(III), withhold and withholding of report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plan 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 government body that such amounts have been reportedpresents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Company shall deliver to the Trustee each year a schedule which specifies the amount of 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 Company, or in the event of a Change of Control, the Benefits Determiner, as to all tax reporting and paid by Companywithholding requirements. (bc) The entitlement of a Benefit Plan participant or his or her beneficiaries to benefits under the Plan Benefit Plan, shall be determined by the Company or such party as it (other than the Trustee), shall designate designated under the Benefit Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Benefit Plan. (cd) The Company may make payment of benefits directly to Benefit Plan participants or their beneficiaries as if they become due so payable under the terms of the PlanBenefit Plan to such participants or beneficiaries. The Company shall notify the Trustee of its decision to make payment of benefits directly 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 Benefit Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company where if and when such principal and earnings are not sufficientsufficient to discharge obligations currently due under the Payment Schedule and shall have no further obligation hereunder to anyone interested in the Trust. (e) In the event of a Change in Control, Trustee shall rely on the written direction of the Benefits Determiner who shall confirm the accuracy of the Payment Schedule or who shall deliver to the Trustee a new Payment Schedule upon which Trustee may rely.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries beneficiaires to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant Participant (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 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, Trustee shall make payments to the Plan participants Participants and their beneficiaries in accordance with such Payment Schedule, and shall have no duty to make any independent investigation or inquiry as to whether such payments are in accordance with the terms of the Plans. 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyCompany or one of its affiliates. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company or one of its affiliates may make payment of benefits directly to Plan participants Participants or their beneficiaries as they such benefits become due under the terms of the PlanPlans. Company shall notify Trustee of its any decision to make payment of benefits directly prior to the time amounts are payable to participants a Plan Participant or their his or her beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits to a Plan Participant or his or her beneficiaries in accordance with the terms of the PlanPlans, Company or one of its affiliates shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall Principal Sponsor shall, from time to time, deliver instructions to Trustee a schedule (the "Payment ScheduleInstructions") that indicates indicate the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides provide a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment ScheduleInstructions. 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyPrincipal Sponsor. The Trustee may delegate to the Principal Sponsor the responsibility for the reporting, withholding, and payments as described above, pursuant to separate agreement. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Principal Sponsor 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. (c) Company Notwithstanding paragraph (a) above, Principal Sponsor may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company Principal Sponsor shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. The Trustee shall remit to Principal Sponsor the amount to be paid to Plan participants and their beneficiaries (or to reimburse Principal Sponsor for amounts previously paid to Plan participants and their beneficiaries). To the extent Principal Sponsor makes payment of benefits directly to Plan participants or their beneficiaries, Principal Sponsor shall be responsible for withholding and reporting. (d) 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, Company Principal Sponsor shall make the balance of each such payment as it falls due. Trustee shall notify Company Principal Sponsor where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Committee shall deliver to Trustee a schedule (the ("Payment Schedule") that indicates the amounts payable in respect of to each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts amount so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, and to the extent Trustee is in possession of sufficient assets, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The If Trustee is not in possession of sufficient assets to make all payments in accordance with the Payment Schedule, Trustee will pay each participant or beneficiary a proportionate share of the Trust assets in its possession as directed by the Committee. If so directed by the Committee, 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 Plan and shall pay the amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by on behalf of the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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.. 11 (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Plan 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 Plan. Trustee shall make payments in accordance with subparagraph (a) of this Section, and Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. To the extent of available Trust assets, and if so requested by the Committee at any time, Trustee shall reimburse Company out of Trust assets for any Plan benefits previously paid under the terms of the Plan directly by Company and not previously reimbursed by Trustee, provided that after a Change of Control no such reimbursement shall be made for any benefits paid by Company prior to the Change of Control.

Payments to Plan Participants and Their Beneficiaries. (a) Company Employer shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision With respect to benefit payments to Plan Participants, the Employer is solely responsible for determining the reporting amounts of income that are reportable, the amounts and withholding types of any federal, state or local payroll taxes that may be required are to be withheld with respect withheld, and to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld remit such withholding taxes to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companygovernment agencies. The Trustee has no duty hereunder other than to follow the direction of the Employer. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Employer or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company Employer 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 Plan, Company Employer shall make the balance of each such payment as it falls due. Trustee shall notify Company Employer where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Company, on behalf of itself and the other Plan Sponsors, shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the Plan), Plan and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companythe applicable Plan Sponsor. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company Each Plan Sponsor may make payment of benefits directly to such Plan Sponsor's Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company shall notify Trustee of its or any other Plan Sponsor's 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 PlanPlans, Company or other Plan Sponsor, whichever applies, shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Benefit Plan participant (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 amount is to be paid (as provided for or available under the Benefit Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for shall, in accordance with the reporting written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (both of which are defined in Section XIII ), withhold and withholding of report any federal, state or local taxes that may be required to be withheld and, reported with respect to the payment of benefits pursuant to the terms of the Benefit Plan 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 amounts have been reportedpresents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, withheld if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and paid by Companywithholding requirements. (b) The entitlement of a Benefit Plan participant or his or her beneficiaries to benefits under the Benefit Plan shall be determined by Company Bank or such party (other than the Trustee) as it shall designate under the Benefit Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Benefit Plan. (c) Company Bank may make payment of benefits directly to Benefit Plan participants or their beneficiaries as they become due under the terms of the Benefit Plan. Company Bank shall notify Trustee of its decision to make payment of benefits directly 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 Benefit Plan, Company Bank shall make the balance of each such payment as it falls due. Trustee shall notify Company where Bank if and when such principal and earnings are not sufficientsufficient to discharge obligations currently due under the Payment Schedule and shall have no further obligation hereunder to anyone interested in the Trust. (d) In the event of a Change in Control, Trustee shall rely on the written direction of the Benefits Determiner who shall confirm the accuracy of the Payment Schedule or who shall deliver to Trustee a new Payment Schedule upon which Trustee may rely.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions instruction acceptable to Trustee for determining the amounts so payable, the form in which such 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, Trustee shall make payments to the Plan 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company shall notify Trustee of its decision to make payment payments 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 PlanPlans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), 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 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. the Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make 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 notify the Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant Participant (and his or her beneficiariesbeneficiaries for each Plan), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payablepayable from or under the Trust, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the a Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants all or some Participants or their beneficiaries as they become due under the terms of the Plan. 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 the event that the Company makes payments of benefits directly to a Participant or beneficiaries, the Company may direct the Trustee to reduce the Participant’s benefits by the amount paid directly to, or with respect to, the Participant and treat such amount as an amount contributed pursuant to Section 1(e) and shall, upon request by the Company, reimburse the Company from the Trust Fund an amount equal to the amount of the benefits paid directly to the Participant. (d) A separate account shall be established hereunder for each Participant with respect to each of the Plans (“Account”). Such Account is intended to constitute a separate share under Section 663(c) of the Code and the regulations thereunder. Company shall indicate to Trustee in writing what portion of each contribution to the Trust is to be allocated to the Account of each Participant. (e) In addition, if the principal of the Trust, and any earnings thereon, are an account is not sufficient to make payments of benefits in accordance with the terms of the PlanPlans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. (f) In the event that the Company makes payment of benefits directly to a Participant, the Company may direct the Trustee to reduce the Participant’s Account by the amount paid directly to the Participant and treat such amount as an amount contributed pursuant to Section 1(e).

Payments to Plan Participants and Their Beneficiaries. (a) Company ATC 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), Plans) 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 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. ATC shall give timely directions to the Trustee with respect to the reporting, withholding and payment of taxes and the Trustee shall not be required to report, withhold or pay taxes in the absence of such directions. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company ATC or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) The Company may make payment of benefits directly to Plan 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. 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 PlanPlans, 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 a payment then due under the Payment Schedule. (d) This Section 2(d) shall apply only after the contribution described in Section 1(f) has been made. In the event the Company makes payment of benefits as permitted in Section 2(c), the Company shall provide the Trustee with a schedule of all benefits, and taxes attributable thereto, that have been paid by the Company within 15 days after the end of the quarter in which such payments have been made.

Payments to Plan Participants and Their Beneficiaries. (a) Company Visteon shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of to each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable directions to Trustee for determining regarding the amounts so payable, the form in which such 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Visteon shall have the sole responsibility for all tax withholding filings and reports. Trustee shall make provision for withhold such amounts from distributions as Visteon directs and shall follow the reporting and withholding instructions of any federal, state or local taxes that may be required to be withheld Visteon with respect to the payment remission of benefits pursuant such withheld amounts to the terms of the Plan appropriate governmental authorities and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld related reporting and paid by Companyfilings. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company Visteon or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company Visteon may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company Visteon 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 PlanPlans, Company Visteon shall make the balance of each such payment as it falls due. Trustee shall notify Company Visteon where principal and earnings are not sufficientsufficient to make a payment then due under the Payment Schedule.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee Company shall make provision for the reporting and withholding of any federalFederal, 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 authorities. The Trustee may forward amounts to be withheld from the participants’ benefits to the Company for remittal to the appropriate taxing authorities. The Trustee shall have no responsibility or determine that liability for determining and/or reporting any such amounts have been reported, withheld and paid by Companytaxes. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. The trustee shall not be liable for the inadequacy of the Trust to pay all amounts due under the Plan, unless such inadequacy is the direct result of trustee’s willful misconduct, bad faith or negligence.

Payments to Plan Participants and Their Beneficiaries. (a) Whenever a Plan participant (or his or her beneficiaries) becomes entitled to begin receiving benefits under the Plan, Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each such Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall not be responsible for determining the accuracy of the amounts to be paid according to 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 as Company shall direct in writing to be withheld with respect to the payment of benefits pursuant to the terms of the Plan Plan(s) and shall promptly pay to the Company in cash such amounts withheld. The Company shall pay such amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. (d) Company determination of Payment Schedules and a participant's entitlement to benefits shall be made annually by Company with respect to the deferred compensation accrued each year and may not thereafter be modified by Company without the participant's consent.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The To the extent that Trustee makes payments to Plan participants and their beneficiaries, 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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, the Trustee shall notify 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 PlanPlan and the Trustee shall cease to make such payments until the Trust has sufficient assets to make the payments. To the extent that Company makes payment of benefits directly to Plan participants or their beneficiaries, Company shall make provision for the balance proper reporting and withholding of each any federal or state 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 at such payment time as it falls due. Trustee shall notify Company where principal and earnings are not sufficientis required.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), 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 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan, except after a Change of Control, the Trustee may make such determination in its sole discretion. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make 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 notify the Company where if such principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 as Company shall direct in writing to be withheld with respect to the payment of benefits pursuant to the terms of the Plan Plan(s) and shall promptly pay to the Company in cash such amounts withheld. The Company shall pay such amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficientsufficient but shall not have a duty to require that supplemental payments be made to Plan participants or supplemental contributions be made to the Trust. (d) Company determination of Payment Schedules and a participant's entitlement to benefits shall be made annually by Company with respect to the deferred compensation accrued each year and may not thereafter be modified by Company without the participant's consent.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant Recipient (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 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, Trustee shall make payments to the Plan participants Recipients 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant Recipient or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to the Plan participants Recipients or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants the Plan Recipients 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so so, payable, the form in which such 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, Trustee shall make payments to the Plan 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. 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 PlanPlans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant 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 amount is to be paid (as provided for or available under the Plan, and including transfers of Common Stock from the Trust to Participants), and the time date of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate may be designated under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out forth in the Plan. (c) The Company may make payment of benefits directly to Plan participants 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 such payment of benefits directly prior to the time amounts are payable to participants 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 Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where when principal and earnings are not sufficientinsufficient under the Payment Schedule.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in with respect of to each Plan 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 amount is to be paid (as provided for or available under the Plan)paid, 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 or 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to receive 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 forth in the Plan. (c) The Company may make payment of pay benefits directly to the Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee in advance of its decision to make payment such direct payments of benefits directly prior to the time amounts are payable to participants or their beneficiariesbenefits. In addition, if the principal of the Trust, and any earnings thereon, Trust assets are not sufficient to make payments of pay benefits in accordance with the terms of the Plan, the Trustee shall notify the Company, and the Company shall make contributions to the Trust to the extent of any such insufficiency or make the balance of each such payment as it falls becomes due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (aA) Company Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan Director Plans participant (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 amount is to be paid (as provided for or available under the PlanDirector Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan Director Plans 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 Plan Director Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyBank. (bB) The entitlement of a Plan Director Plans participant or his or her beneficiaries to benefits under the Plan Director Plans shall be determined by Company Bank or such party as it shall designate under the PlanDirector Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanDirector Plans. (cC) Company Bank may make payment of benefits directly to Plan Director Plans participants or their beneficiaries as they become due under the terms of the PlanDirector Plans. Company Bank 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 PlanDirector Plans, Company Bank shall make the balance of each such payment as it falls due. Trustee shall notify Company Bank where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Bank shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Benefit Plan participant (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 amount is to be paid (as provided for or available under the PlanBenefit Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for shall, in accordance with the reporting written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and withholding of report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Plan Benefit Plans 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 amounts have been reportedpresents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, withheld if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and paid by Companywithholding requirements. (b) The entitlement of a Benefit Plan participant or his or her beneficiaries to benefits under the Plan Benefit Plans shall be determined by Company Bank or such party (other than the Trustee) as it shall designate under the PlanBenefit Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanBenefit Plans. (c) Company Bank may make payment of benefits directly to Benefit Plan participants or their beneficiaries as they become due under the terms of the PlanBenefit Plans. Company Bank shall notify Trustee of its decision to make payment of benefits directly 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 PlanBenefit Plans, Company Bank shall make the balance of each such payment as it falls due. Trustee shall notify Company where Bank if and when such principal and earnings are not sufficientsufficient to discharge obligations currently due under the Payment Schedule and shall have no further obligation hereunder to anyone interested in the Trust. (d) In the event of a Change in Control, Trustee shall rely on the written direction of the Benefits Determiner who shall confirm the accuracy of the Payment Schedule or who shall deliver to Trustee a new Payment Schedule upon which Trustee may rely.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The At the direction of Company, 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company 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. (c) Company may make payment of benefits directly to the Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlans), 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 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) The Company may make payment of benefits directly to Plan 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. 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 PlanPlans, 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.

Payments to Plan Participants and Their Beneficiaries. (a) Company A. The Employer 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 beneficiariesbeneficiary), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Employer on behalf of Plan participants and their beneficiaries in accordance with such Payment ScheduleSchedule in which case the Employer shall, pay to the Participant or beneficiary directly the required amount. The Trustee Employer 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 or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) B. The entitlement of a Plan participant or his or her beneficiaries beneficiary to benefits under the Plan shall be determined by Company the Employer 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. (c) Company C. The Employer may make payment of benefits benefits, less income taxes, and FICA taxes to the extent applicable, directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company The Employer 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 if such payments are made, may be reimbursed from Trust to the extent of such benefits. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Plan benefits in accordance with directly from the terms of Trust, the Plan, Company Employer shall make the balance of each such payment as it falls due. The Trustee shall notify Company where the Employer when principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), 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 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 Plan and the Amendments and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan and the Amendments. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan and the Amendments. 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 PlanPlan and the Amendments, 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.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant participants (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company a. The Employer 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 beneficiariesbeneficiary), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Employer on behalf of Plan participants and their beneficiaries in accordance with such Payment ScheduleSchedule in which case the Employer shall pay to the Participant or beneficiary directly the required amount. The Trustee Employer 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 or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) b. The entitlement of a Plan participant or his or her beneficiaries beneficiary to benefits under the Plan shall be determined by Company the Employer 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. (c) Company c. The Employer may make payment of benefits benefits, less income taxes, and FICA taxes to the extent applicable, directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company The Employer 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 if such payments are made, may be reimbursed from Trust to the extent of such benefits. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Plan benefits in accordance with directly from the terms of Trust, the Plan, Company Employer shall make the balance of each such payment as it falls due. The Trustee shall notify Company where the Employer when principal and earnings are not sufficient. d. To the extent the Plan is established to operate in tandem with a plan which complies with the requirements of Code sections 401(a), 401(k), and 501(a) (“401(k) Plan”), the Trustee, to the extent directed by the Employer, shall pay to the 401(k) Plan for the benefit of the participant or to the participant such amounts (if any) as the Employer (or such party as it shall designate under the Plan) determines shall be paid.

Payments to Plan Participants and Their Beneficiaries. (a) As necessary for proper administration of the Plan, the Company shall deliver to Trustee a schedule (written directions acceptable to the "Payment Schedule") that indicates Trustee setting forth the amounts payable in respect of each Plan participant Participants (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 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 Plan participants Participants and their beneficiaries in accordance with such Payment Scheduledirections. With respect to payments to Plan Participants, the Company shall be solely responsible for determining the amount of income that is taxable and reportable to the Plan Participant, determining the nature and amounts of taxes, if any, to be withheld and remitted, and for reporting all such income and taxes to the applicable government entities. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld have no duties with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companythereto. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) It is the Company’s intention that all Plan benefits shall be paid to Plan Participants and beneficiaries out of Trust assets to the extent not inconsistent with the terms of the Plan. The Company may may, however, make payment of benefits directly to Plan participants 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 before the time amounts are payable to participants Plan Participants or their beneficiaries. In addition, 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 Plan, the Company shall make the balance of each any such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficientsufficient to make benefit payments. (d) Except as otherwise provided in Section 3 or Section 12(e), the Company shall have no right or power to direct the Trustee to return to the Company any of the Trust assets before all payment of benefits have been made to Plan Participants and their beneficiaries pursuant to the terms of the Plan.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee (with a copy to the applicable Plan participant) a schedule (the "Payment Schedule") in the form of Appendix A to this Trust Agreement consistent with the terms of the Plans that indicates the amounts payable in respect of each Plan 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 amount is amounts are to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. The Company shall obtain from its actuary for the Supplemental Retirement Plan, and its administrator for the Deferred Compensation and Savings Plan, or both, as appropriate, certification(s) of the accuracy of the information contained in any Payment Schedule. The Company shall deliver such certification(s) together with any Payment Schedule to the Trustee and to the applicable Plan participant. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Company shall on a timely basis provide the Trustee shall make provision with written instructions for the reporting and withholding of any federal, state or and local taxes that may be required to be reported and withheld with respect to any amount paid under the payment of benefits pursuant to Trust Agreement and the terms of the Plan Trustee shall comply with such written instructions and shall pay amounts any taxes withheld to the appropriate taxing authorities or determine that authorities. The Trustee may rely conclusively (and shall be fully protected in such amounts have been reported, withheld reliance) on the written instructions of the Company as to all tax reporting and paid by Company. (b) withholding requirements. The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) Plans. The Company may make payment of benefits directly to Plan 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 the Company has previously made a contribution to the Trust with respect to such participant or beneficiary. In such a case where the Company has previously made a contribution to the Trust with respect to such participant or beneficiary, any applicable Form of Payment Schedule shall be disregarded, subject to Section 12(d) and (e). 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 PlanPlans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where if or when such principal and earnings are not so sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), 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 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to the Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it its falls due. The Trustee shall notify the Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant 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 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 Plan participants 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants Participants or their beneficiaries as they become due under the terms of the PlanPlan(s). The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the PlanPlan(s), 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.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) 2.1 The Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in with respect of to each Plan 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 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 Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by the Company. (b) 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) 2.3 The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make 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 notify the Company where principal and earnings are not sufficient. The Company may direct the Trustee to reimburse the Company for payments made directly by Company to Participants and shall provide the Trustee with such documentation to evidence those direct payments as the Trustee may reasonably request.

Payments to Plan Participants and Their Beneficiaries. (a) Company Association shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of to each Plan participant (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 amount is to be paid (as provided for or available under the Planemployment contract), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan employment contract and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyAssociation. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan employment contract shall be determined by Company Association or such party as it shall designate under the Planemployment contract, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Planemployment contract. (c) Company Association may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Planemployment contract. Company Association 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 Trust is not sufficient to make payments of benefits in accordance with the terms of the Planemployment contract, Company Association shall make the balance of each such payment as it falls due. Trustee shall notify Company Association where principal and earnings are is not sufficient. (d) Beneficiary shall have the right, from time to time, to name a person or persons as his/her beneficiary for the receipt of benefits not paid to Beneficiary and to change, from time to time, that person or persons so designated as the Beneficiary. Any such designation or change of designation shall be by written instruction to the then Trustee using such form as Trustee may require.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Payments reflected on such Payment Schedule may not be reduced after a Change in Control without the consent of the affected Plan participant (or others with an entitlement under the Plan if such participant is not living), except to reflect payments made to the Plan participant in accordance with the Plan and notional investment losses (netted against notional investment gains) credited in accordance with the Plan. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, Plan and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify 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 Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company The Bank shall deliver to the Trustee a copy of the Plan document, together with a schedule (the "Payment Schedule") that indicates (1) the amounts payable in respect of each Plan participant Participant (and his or her beneficiaries), that provides or a formula or other instructions acceptable to Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paid (as provided for or available under the Plan), and (H) the time of commencement for payment of such amounts. If the Bank has not done so previously, it shall deliver the Plan document and the Payment Schedule to the Trustee before the occurrence of any Change in Control, and, upon the occurrence of a Change in 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). Following any Change in Control, the Payment Schedule may not be modified or amend ed by the Bank. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federalFederal, state or local taxes that may be required to be so 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 or determine that such amounts have been reported, withheld and paid by Companythe Bank. (b) The Subject to any determination made and set forth in the Payment Schedule described in Section 2(a) following a Change in Control, the entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by Company the Bank or such party arbitrator as it the Bank and the Participants shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) Company The Bank may make payment of benefits directly to Plan participants the Participants or their beneficiaries as they become due under the terms of the Plan. Company The Bank shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants the Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of on benefits in accordance with the terms of the Plan, Company the Bank shall make the balance of each such payment as it falls due. The Trustee shall notify Company the Bank where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 as Company shall direct in writing to be withheld with respect to the payment of benefits pursuant to the terms of the Plan Plan(s) and shall promptly pay to the Company in cash such amounts withheld. The Company shall pay such amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficientsufficient but shall not have a duty to require that supplemental payments be made to Plan participants or supplemental contributions be made to the Trust. (d) Company determination of Payment Schedules and a participant's entitlement to benefits shall be made annually by Company with respect to the deferred compensation accrued each year and may not thereafter be modified by Company without the participant's consent. For purposes of this Section 2(d) all Company actions with respect to a participant prior to the time of his death, disability, retirement or termination shall be by the members of its Board of Directors at such time, and all Company actions with respect to a participant following his death, disability, retirement or termination shall be by the members of its Board of Directors immediately prior to the participant's death, disability, retirement or termination. (e) As soon as possible after the occurrence of a Change of Control, any real estate held in a real estate subtrust of this Trust shall be distributed to the Plan participants or beneficiaries for whom such assets are held under such subtrust, and within one hundred and eighty (180) days following such a Change of Control, the Trustee shall distribute any remaining benefits to which a Plan participant or beneficiary is entitled by a lump sum payment in cash.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of to each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable directions to Trustee for determining regarding the amounts so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Company shall have the sole responsibility for all tax withholding filings and reports. Trustee shall make provision for withhold such amounts from distributions as Company directs and shall follow the reporting and withholding instructions of any federal, state or local taxes that may be required to be withheld Company with respect to the payment remission of benefits pursuant such withheld amounts to the terms of the Plan appropriate governmental authorities and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld related reporting and paid by Companyfilings. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company or a Participating Subsidiary may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). Company or a Participating Subsidiary shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiariesbeneficiaries of its decision to make payment of benefits directly. 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 PlanPlan(s), Company or a Participating Subsidiary shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficientsufficient to make a payment then due under the Payment Schedule.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable or assets distributable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions instruction, acceptable to Trustee for determining the amounts or assets so payablepayable or distributable, the form in which such amount or asset is to be paid or distributed (as provided for or available under the Plan), and the time of commencement for payment or distribution of such amountsamounts or assets. Except as otherwise provided herein, Trustee shall make payments or distributions to the Plan 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 or distribution of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of distribute benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of distribute 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 distributions of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment distribution as it falls due. Trustee shall notify Company where assets (principal and earnings earnings) are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall not be responsible for determining the accuracy of the amounts to be paid according to 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company The Company's Deferred Compensation Committee shall deliver have the sole right and authority to administer the Plan and shall be referred to hereafter as the Plan Administrator. The Plan Administrator shall direct the Trustee as to when amounts are payable to a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (or the participant's beneficiaries) and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form manner in which such amount is amounts shall be paid. Such directions shall be in writing and in a form acceptable to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amountsTrustee. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedulethe Plan Administrator's directions. The Trustee shall make provision for have no duty or responsibility to supervise the reporting and withholding Company, any agent of any federalthe Company, state or local taxes that may be required the Company's Deferred Compensation Committee regarding payments to be withheld with respect made to Plan participants or their beneficiaries under the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyTrust. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company the Plan Administrator 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. (c) The Company shall direct the Trustee to make provisions for reporting and withholding of any federal, state or local taxes that may make be required to be withheld with respect to the payment of benefits directly by the Trustee pursuant to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan and to pay amounts withheld to the Company for remittance to the appropriate taxing authorities. The Company shall notify have the responsibility for reporting and withholding of all federal, state or local taxes required to be withheld with respect to such payments and for paying such amounts withheld to the appropriate taxing authorities. The Trustee of its decision shall have no duty or responsibility with respect to make the reporting and withholding or payment of benefits directly prior such taxes and shall have no responsibility to determine that the time amounts are payable to participants Company has provided for the reporting, withholding and payment of such taxes. The Company shall indemnify and hold harmless the Trustee from any and all losses, liabilities, claims, penalties or their beneficiaries. In addition, if the principal damages which may occur as a result of the Trust, and any earnings thereon, are not sufficient to make payments of benefits Trustee following in accordance with good faith the terms written direction of the PlanCompany to remit payments to or reimburse the Company for payments made hereunder to or on behalf of Participants or arising from the Company's tax reporting, Company withholding and payment obligations hereunder. This indemnification shall make survive termination of this Trust Agreement and shall be binding upon the balance of each such payment as it falls due. Trustee shall notify Company where principal parties, their successors and earnings are not sufficientassigns.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payablepayable from or under the Trust, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to all or some Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 the event that the Company makes payments of benefits directly to a participant or beneficiaries, the Company may direct the Trustee to reduce the Participant’s benefits by the amount paid directly to, or with respect to, the Participant and treat such amount as an amount contributed pursuant to Section 1(e) and shall, upon request by the Company, reimburse the Company from the Trust Fund an amount equal to the amount of the benefits paid directly to the Participant. In addition, if the principal of the Trust, and any earnings thereon, are Trust Fund is not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are the Trust Fund is not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company NBD shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of to each Plan 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 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 Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyNBD. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company NBD or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company NBD may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company NBD 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 PlanPlans, Company NBD shall make the balance of each such payment as it falls due. The Trustee shall notify Company NBD where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld withheld, and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the -34- terms of the this Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts amount payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule may be modified from time to time by Company. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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.under (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 (if any) thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings when assets of the Trust are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Administrator (as defined below) shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such the Payment Schedule. The Trustee Administrator 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 Plan, and shall direct the Trustee with respect to any withholding of such taxes, and to the extent directed by the Administrator, the Trustee shall withhold and pay amounts withheld to the appropriate taxing authorities authorities. Company shall provide such evidence or determine certifications as reasonably required by Trustee that such amounts have tax reporting has been reported, withheld and paid performed by Company. (b) The entitlement Administrator shall have full authority and responsibility to determine the time and amount of a Plan participant or his or her beneficiaries to payment of benefits under the Plan Payment Schedule. In making such determination, Administrator shall be determined governed by 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 terms of the Plan. (c) Payments by the Trustee may be made in cash or in property held under the Trust, as directed by the Administrator. (d) Company may make payment distribution of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. With respect to distributions that are shown on the Payment Schedule as being due from the Trust, 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 Plan, Company shall make the balance of each such payment as it falls due. (e) An “Administrator” selected by the Company shall have the authority as set forth in this Trust Agreement, and the Secretary or any Assistant Secretary of the Company will promptly deliver a certificate to the Trustee with respect to the Administrator (or every member thereof if the Administrator consists of more than one person) and any changes thereto. The Administrator may allocate all or any portion of its responsibilities and powers to anyone or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation shall be indicated in the certificate delivered to the Trustee by the Secretary or Assistant Secretary of the Company, and may be revoked by the Administrator at any time. The Trustee shall notify Company where principal be entitled to rely on the identity of the Administrator and earnings are not sufficientthe persons authorized to act on its behalf until it receives written notice to the contrary. (f) Confirmation of the fact and date of any payment made by Trustee hereunder shall be reflected on Trustee’s periodic account statements.

Payments to Plan Participants and Their Beneficiaries. (a) The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, prior to a Change in Control the Trustee shall make payments to the Plan Plans' participants and their beneficiaries in accordance with such Payment Schedule by making such payments payable to the Company, f/b/o the specific participant or beneficiary; upon such payment from the Trust, the Company shall deposit such payment into the Company's payroll account and thereby make payment directly to the specific participant or beneficiary. Prior to a Change in Control, 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 such payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities. Except as otherwise provided herein, after a Change in Control the Trustee shall make payments directly to the Plans' participants and their beneficiaries in accordance with such Payment Schedule. The ; 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 such payment of benefits pursuant to the terms of the Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.appropriate

Payments to Plan Participants and Their Beneficiaries. (aA) Company Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyBank. (bB) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Bank 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. (cC) Company Bank may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company Bank 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 Plan, Company Bank shall make the balance of each such payment as it falls due. Trustee shall notify Company Bank where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company The Employer 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 beneficiariesbeneficiary), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Employer on behalf of Plan participants and their beneficiaries in accordance with such Payment Schedule, in which case the Employer shall pay to the Participant or beneficiary directly the required amount. The Trustee Employer 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 or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries beneficiary to benefits under the Plan shall be determined by Company the Employer 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. (c) Company The Employer may make payment of benefits benefits, less income taxes, and FICA taxes to the extent applicable, directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company The Employer 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 if such payments are made, may be reimbursed from Trust to the extent of such benefits. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Plan benefits in accordance with directly from the terms of Trust, the Plan, Company Employer shall make the balance of each such payment as it falls due. The Trustee shall notify Company where the Employer when principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Company shall provide such Payment Schedule and any updates thereto to the Trustee at such times as will permit the Trustee to make timely payments to Plan participants and their beneficiaries pursuant to the terms of the Plan. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Dynegy 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. In so much as Trustee has sufficient knowledge, Trustee shall notify Company where principal and earnings are not sufficientsufficient in a reasonably timely fashion prior to a payment becoming due.

Payments to Plan Participants and Their Beneficiaries. (a) The Company may designate another party (a "Recordkeeper"), which may be the Trustee, to perform recordkeeping and other ministerial duties for each Plan (including but not limited to calculating the amount of benefits payable under a Plan to a participant), as indicated on Appendix A. From time to time Company or the Recordkeeper shall deliver to Trustee a schedule or schedules (the each, a "Payment Schedule") that indicates the amounts payable and applicable withholding taxes in respect of each Plan participant (and his or her beneficiaries), or that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for deduct from any such payments any withholding taxes indicated on 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 Payment Schedule and shall pay amounts withheld be responsible for payment and reporting of such withholding taxes to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Companyauthorities. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the a Plan shall be determined by Company or such party as it shall designate as Recordkeeper under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. The Trustee shall have no duty to determine any person's payment rights or other entitlements under a Plan unless the Trustee has been designated the Recordkeeper for that Plan and as such has agreed to undertake such determinations. (c) Company may make payment of some or all benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Company shall be responsible for the payment and reporting of any applicable withholding taxes to the appropriate taxing authorities in connection with such payments. 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. If any payments under a Plan are made directly by Company to the Participants, the Trustee shall, at the written request of Company, use the assets of the Trust, to the extent they are sufficient, to reimburse Company for such payments and for any tax withholding payments made by Company with respect thereto. The Trustee may rely upon and shall be fully protected in acting upon such directions. (d) 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 PlanPlans, as reflected on a Payment Schedule, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings of the Trust are not sufficientsufficient to make any such payments. (e) Notwithstanding anything contained in this Section 2 to the contrary, Company may designate another party (a "Paying Agent"), which may be a Recordkeeper other than the Trustee, for each Plan, as indicated in Appendix A, to pay benefits to participants and beneficiaries under that Plan. Accordingly, from time to time, Company or a Recordkeeper shall may deliver to Trustee a Payment Schedule with instructions to pay the amounts described therein to the appropriate Paying Agent(s). Except as otherwise provided herein, Trustee shall make payments to the Paying Agent(s) in accordance with such Payment Schedule and such instructions, which Payment Schedule and instructions shall provide whether (1) Trustee shall pay to the Paying Agent the gross amount payable to Plan participants and beneficiaries, with the Paying Agent responsible for withholding any applicable withholding taxes and reporting and remitting such withholding taxes to the appropriate taxing authorities or (2) Trustee shall pay to the Paying Agent the amount of benefits net of withholding taxes (as set forth in the Payment Schedule), with Trustee responsible for reporting and remitting the applicable withholding taxes to the appropriate taxing authorities. The provisions of Section 2(a) shall apply to benefits payable under a Plan at any time that there is no designated Paying Agent for such Plan. (f) If a Participant elects pursuant to the terms of a Plan to release the Company in whole or in part from its liability to provide benefits to the Participant under that Plan (the "First Plan") in exchange for the Company's agreement to provide benefits to the Participant under a plan that is not listed in Appendix A (the "Second Plan"), the Company may direct the Trustee to pay an amount equal to the value of the reduction in the Participant's benefits under the First Plan to an irrevocable trust established by the Company in connection with the Second Plan. Similarly, if a Participant elects pursuant to the terms of a Plan to have the Company's liability to the Participant under that Plan discharged through an assumption of that liability by another person, the Company may direct the Trustee to pay an amount equal to the value of the Participant's benefits under the Plan to such other person (or that person's designee) in connection with such assumption of liability. The Trustee shall be under no duty or obligation to question or to verify any such direction of the Company and shall be fully protected in acting in accordance with such direction.

Payments to Plan Participants and Their Beneficiaries. (a) a. Company shall deliver to Trustee Trustee, and periodically update where necessary to maintain accuracy, a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee 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 or determine that such amounts have been reported, withheld and paid by Company. (b) b. The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) c. Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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, Trust and any earnings thereon, thereon are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) 2.1 The Company 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 beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), 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 in accordance with such Payment Schedule. The Trustee shall upon written direction from Company withhold such number of shares of Common Stock from any distribution which it is required to make provision hereunder as Company may reasonably estimate to be necessary to cover any withholding taxes for the reporting and withholding of any federal, state or local taxes that which Company may be required to be withheld liable with respect to the payment of benefits pursuant such distribution. Trustee shall forward any withheld amounts to the terms of the Plan Company, and Company shall pay amounts withheld be responsible for (a) paying to the appropriate taxing authorities or determine that such amounts have been reported, withheld authority all income and paid by Company. employment taxes so withheld; (b) furnishing to each person receiving a distribution from the Trust appropriate tax information respecting such distribution and withholding (if any); and (c) preparing and filing all information reports or returns required to be filed. Upon discharge or settlement of such tax liability, Trustee shall distribute the balance of such sum, if any, to the distributee from whose distribution it was withheld, or if such distributee is then deceased, to such other person as Company shall direct. 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) 2.3 The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan, as well as reporting and withholding of taxes pursuant to Section 2.1 above. 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. Upon receipt of evidence of such payment, the Trustee shall pay to the Company from the Trust the amount of such payment. Such payment shall be made by distribution of Common Stock 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 Plan, 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. Notwithstanding any notice from the Company to the Trustee under this Section 2.3 of the Company's intention to pay benefits directly to a Plan participant or beneficiary, in the event such payment is not made by the due date thereof, then upon written notice from the participant or beneficiary of such failure to pay, the Trustee shall pay such benefit pursuant to Section 2.1 as if no Company notice had been received.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. The Company shall provide the Trustee with such other information as may be reasonably requested by the Trustee in order to allow the Trustee to comply with all of its distribution, reporting and withholding responsibilities hereunder. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "“Payment Schedule"”) that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the timely 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. Trustee shall indemnify and hold harmless TJX Indemnified Parties (defined below) from any and all liability to which the TJX Indemnified Parties may become subject due to the Trustee’s failure to properly withhold and/or remit amounts due for payments made by Trustee to Plan participants and their beneficiaries or Trustee’s failure to pay benefits to Plan participants and their beneficiaries to the extent the Trustee has not been notified that the Company will make such payments in accordance with Section 2(c) below. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan, and the Trustee shall reimburse Company for such payments upon presentation of appropriate documentation to Trustee as permitted under Section 4(d). 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company 2.1 On behalf of the Company, the Sponsor 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 beneficiaries), or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is amounts are 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 Plan participants and their beneficiaries in accordance with such the most recent Payment ScheduleSchedule received by the Trustee. The Based exclusively upon direction from the Sponsor as to time and amounts, the Trustee shall make provision for the reporting and withholding of any federal, federal and state or local taxes (other than FICA and FUTA taxes) that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and Plans and, based exclusively upon direction from the Sponsor, shall pay amounts withheld to taxing authorities. If applicable, the Sponsor shall direct the Trustee to remit to the Sponsor or the Company any FICA, FUTA and local taxes with respect to benefit payments and the Sponsor or the Company, as applicable, shall have the responsibility for determining, reporting and paying the FICA, FUTA and local taxes to the appropriate taxing authorities or determine authorities. The Trustee acts solely as the Company’s agent for purposes of reporting and withholding on payments from the Trust, and the Company shall be solely responsible for determining that such amounts have been reported, withheld and paid by Companyto appropriate taxing authorities in a timely manner. (b) 2.2 The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by the Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) 2.3 The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. Through the Sponsor, 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 TrustTrust Fund, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlanPlans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company through the Sponsor where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts amount so payable, the form in which such 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, Trustee shall make payments to the Plan 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 Plan Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plans shall be determined by Company or such party as it shall designate under the PlanPlans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlans. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. 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 PlanPlans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan 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 payments of benefits pursuant to the terms of the Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company Employer shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 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, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision with the Employer 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 Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by CompanyEmployer. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company Employer 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. (c) Company Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company Employer 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 Plan, Company Employer shall make the balance of each such payment as it falls due. Trustee shall notify Company Employer where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (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 amount is to be paid (as provided for or available under the PlanPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan 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 Plan Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan Plan(s) shall be determined by Company or such party as it shall designate under the PlanPlan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the PlanPlan(s). 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 PlanPlan (5), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant Participant (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 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, Trustee shall make payments to the Plan participants 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 Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. The Company hereby agrees that the Authorized Party 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. (b) The entitlement of a Plan participant Participant or his or her beneficiaries to benefits under the Plan shall be determined by 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. (c) Company may make payment of benefits directly to Plan participants Participants or their beneficiaries as they become due under the terms of the Plan. 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 Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.