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

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall maintain a separate written record that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) The entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall 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. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. In addition, if the principal of the Trust, together with any earnings thereon, are not sufficient to make payments 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 when principal and earnings are not sufficient. (f) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Control.

Payments to Plan Participants and Their Beneficiaries. (a) The Company Committee of each Plan shall maintain deliver to the Trustee a separate written record schedule (the "Payment Schedule") that reflects indicates the amounts payable with respect to each Plan Participant (and his or her beneficiaries) and identifies the Separate Account of the Employer from which such amounts are payable, that provides a formula or other instructions acceptable to the Trustee for each Participantdetermining the amounts so payable, the Participant’s benefits form in which such amount is to be paid (as provided for or available under the Plans Plans), and the portion time of commencement for payment of such amounts. An updated Payment Schedule shall be provided by each Committee to the Trust allocated on a pro rata basis to such Participant (a “Participant Record”)Trustee periodically, but no less frequently than once each calendar quarter. Prior to a Change of ControlExcept as otherwise provided herein, the Trustee shall provide make payments to the Company Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the results reporting and withholding of each Valuation any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to Section 9(a). Following receipt the terms of a Valuationthe Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, each Participant Record shall be equitably adjusted withheld and paid by an Employer under the Supplemental Profit Sharing Plan or by the Company to reflect its share of under the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant RecordDirector Plan. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) The entitlement of a Plan Participant or his or her beneficiaries to benefits under the a Plan shall be determined by the Company each Committee or such other 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 in the Plan. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits. (ec) The Employers participating in the Supplemental Profit Sharing Plan or the Company with respect to the Director Plan may make payment payments of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of each Plan in lieu of payment from the PlanTrust. The Company applicable Committee shall notify the Trustee of its an Employer's or the Company's 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 assets allocated to an Employer's Separate Account under the Trust, together with any earnings thereon, Trust are not sufficient to make payments of benefits to its respective Plan Participants and beneficiaries in accordance with the terms of the PlanPlans, the Company such Employer shall immediately make up the balance of each such payment as it falls due, and the Separate Accounts of other Employers hereunder shall not be liable for the payment of such benefits. The Trustee shall notify the Company immediately when principal and earnings the assets allocated to an Employer's Separate Account under the Trust are not sufficientsufficient to satisfy all payments due. (fd) Except as otherwise provided hereinAny provision of this Trust Agreement to the contrary notwithstanding, upon and after a Change in Control, (i) the event Trustee shall make payments to Plan Participants or their beneficiaries in accordance with the direction of the Independent Committee rather than a Plan Committee, regardless of whether the Trustee has received a Payment Schedule or any final determination by other form of direction from a Plan Committee to make such payments, and (ii) to the Internal Revenue Service or a court of competent jurisdiction, which determination extent that an Employer's Separate Account is not appealable sufficient to satisfy all vested benefit liabilities of such Employer, whether or not then due or payable, at the time for appeal a benefit payment is owed to one or protest of which has expiredmore Plan Participants or beneficiaries upon or after a Change in Control, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to then each such Participant or beneficiary of entitled to payment shall receive from such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of Employer's Separate Account under the Trust Fund includible in only a pro-rata share of such Participant’s Separate Account determined on the basis of his or beneficiary’s federal gross incomeher Plan Account balances for which such Employer is liable compared to the total Plan Account balances for which such Employer is liable, and the Participant’s or beneficiary’s benefits remaining amount owed shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed paid directly by the Company prior to a Change of ControlEmployer.

Payments to Plan Participants and Their Beneficiaries. (a) 2.1 The Trustee shall from time to time, upon the direction of the Company, make distributions or payments out of the Trust Fund, to such persons, in such manner and in such amounts as the Company shall maintain a separate written record that reflects for each Participant, the Participant’s deem necessary to satisfy its obligation to provide benefits under the Plans 2005 Plan or the 1997 Plan, as the case may be and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to the Company the results of each Valuation pursuant subject to Section 9(a). Following receipt of a ValuationVIII hereof; provided, each Participant Record shall be equitably adjusted by the Company to reflect its share of the incomehowever, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his that no payment or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets distribution from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to a Participant shall exceed the balance of the Participant's separate account maintained pursuant to Section 6.2 hereof (a "Trust Account"). The Trustee shall not be liable for the proper application of any part of the Trust Fund and shall not be liable for any distribution made in good faith without actual notice or knowledge of the changed status or condition of any recipient. 2.2 Any amount paid to a Participant or beneficiary under this Article II shall be reduced by the amount of taxes required to be withheld pursuant to written instructions from the Company. The Trustee shall pay to the Participant Record Company a sum equal to the amount of such Participant. (c) It is the intent of the Company and the Trustee that taxes as are required to be withheld, whereupon the Company shall be responsible have sole responsibility for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant all withholding taxes 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligationappropriate taxing authorities. The Company and shall also have sole responsibility for any withholding related filings or reports. 2.3 Nothing in this Agreement shall relieve the Trustee shall each provide Company of any liability to pay the benefits provided under the Plans except to the other party any information required to meet obligations pursuant to this sectionextent such liabilities are met by the application of Trust Fund assets. (d) 2.4 The entitlement of a 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. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefitsPlans. (e) 2.5 The Company may make payment of benefits benefit payments directly to the Participants or their beneficiaries as they become due under the terms of the PlanPlans. The Company shall notify the Trustee of its decision to make payment of benefits benefit payments directly prior to the time amounts are payable to the Participants or their beneficiaries. In addition, if the principal of the Trust, together with and any earnings thereon, are not sufficient to make benefit payments of benefits in accordance with the terms of the PlanPlans, the Company shall immediately make up the balance of each such payment as it falls due. The Trustee shall notify the Company when where principal and earnings are not sufficient. (f) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Control.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall maintain a separate written record that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) 2.1 The entitlement of a Plan Participant or his or her beneficiaries to benefits under the each Plan shall be determined by the Company or such party as it shall designate under the such Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the that Plan. No provision in this Trust Agreement shall be construed as affording to a participant under any Plan rights or privileges available under any other Plan. The Company rights and entitlements of each Plan Participant or beneficiary shall notify the Trustee of such determination and shall direct commencement of payments of such benefitsbe determined in accordance with each Plan. (e) 2.2 The Company may direct the Trustee to make payment of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of the PlanPlans. The Alternatively, the Company may make payment of benefits directly to Plan Participants or beneficiaries. If the Company elects to make benefit payments directly to the Plan Participants or beneficiaries, the Company shall notify the Trustee of its decision to make payment of benefits directly such election prior to the time amounts are become payable to Plan Participants or their beneficiaries. In addition, if beneficiaries under the principal terms of the TrustPlans. 2.3 The Company or a consultant designated by the Company shall provide to the Trustee, together with any earnings thereonat least annually, are not sufficient a schedule showing the account balances of each Plan Participant or beneficiary, the vesting percentage applicable to each account balance and the entitlement of each Plan Participant or beneficiary to a current or future payment under the Plans (the “Payment Schedule”). If a Plan Participant or his beneficiary shall make a request for payment from the Trustee, the Trustee shall obtain from the Company its written authorization to make such payment and from the Company or its designated consultant an updated Payment Schedule that specifically reflects the amount currently payable to any Plan Participant or beneficiary who has requested payment from the Trustee, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amount. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with the appropriate Payment Schedule. There shall be no liability on the part of benefits the Trustee with respect to any payment made in accordance with the terms of this Trust Agreement and the most recent Payment Schedule in the possession of the Trustee and at the direction of the Company. At the direction of the Company, the Trustee shall withhold any federal, state or local taxes required to be withheld on benefits paid under the Plans and shall pay amounts withheld to the Company for remittance to the appropriate taxing authorities. The Company shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Company’s failure to properly withhold and remit taxes (including FICA) due to the appropriate taxing authorities. 2.4 If the Company provides the Trustee written notification of its intention to cease payment of benefits to Plan Participants and beneficiaries, or to make no future contributions to the Trust, the Trustee shall immediately obtain from the designated consultant, or, if deemed necessary by the Trustee, an actuary selected by the Trustee, an updated Payment Schedule in order to determine the funding status of the Trust. The funding status (the “funding ratio”) shall be determined by dividing the then current market value of the Trust assets by the total account balances of the Plan Participants or beneficiaries reflected on the Payment Schedule, without regard to whether the accounts are fully vested. If the funding ratio is less than one (1), all future benefit payments shall not exceed the maximum lump-sum or installment payment due to Plan Participants or beneficiaries, multiplied by the funding ratio. 2.5 The designated consultant, or, if deemed necessary by the Trustee, an actuary selected by the Trustee, will calculate and record the difference between the amount paid to the Plan Participant or beneficiary and the scheduled benefit payment according to the Plan, which shall be referred to as the Company shall immediately make up the balance of each such “overdue payment.” The overdue payment as it falls due. The Trustee shall notify the Company when principal and earnings are not sufficient. (f) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt may be made by the Trustee to the affected Plan Participants or their beneficiaries only at such time as the value of an unqualified opinion the total assets of tax counsel selected by the Company, which determination determines, or which opinion concludes, that Trust is sufficient to support a funding ratio of at least one (1) and to fund the overdue payments. The Company may make payment of any overdue payment directly to a Plan Participant or beneficiary is subject and will provide written notification to federal income taxation on amounts held in trust to pay benefits hereunder prior its designated consultant or to the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Controlit has done so.

Payments to Plan Participants and Their Beneficiaries. (a) The By its acceptance of this Trust the Trustee hereby agrees to the designation by the Company shall maintain a separate written record of Towers Xxxxxx as its recordkeeper ("Recordkeeper") under this Trust. It is recognized that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to have no responsibility hereunder for the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share continued retention of the income, expense, appreciation Recordkeeper and/or any responsibility assigned to said Recordkeeper or its performance thereof. Upon and depreciation since the preceding Valuation date. Immediately prior to after a Change of Control, the Company shall provide the Trustee with a copy in Control of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of ControlCompany, the Trustee shall have the responsibility sole authority to maintain and update retain, dismiss or appoint the Participant Records, provided that, Recordkeeper for any contributions to the Trust after a Change on such terms and conditions as the Trustee deems appropriate. The Company shall pay or reimburse the Trustee for all fees and expenses of Controlthe Recordkeeper. (b) Except for the records dealing solely with the Trust Corpus and its investment, which shall be maintained by the Trustee, the Recordkeeper shall maintain all the records contemplated by this Agreement, including the maintenance of the separate Accounts of each Plan under this Trust and the maintenance of Executives' Plan interests. The Recordkeeper shall also be responsible for information with respect to payments to Executives and shall perform such other duties and responsibilities as the Trustee determines are necessary or advisable to achieve the objectives of this Trust. (c) Upon the establishment of this Trust or as soon thereafter as practicable, the Company shall designate furnish to the amount of Recordkeeper all the contribution information necessary to be allocated determine the benefits payable to or with respect to each Participant RecordExecutive in each Plan, including any benefits payable after the Executive's death and the recipient of same. The Trustee Company shall regularly, at least annually, furnish revised up-dated information to the Recordkeeper. In the event the Company refuses or neglects to provide updated Executive information, as contemplated herein, the Recordkeeper shall be entitled to rely on upon the most recent certified listing delivered information furnished to it by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) The Recordkeeper, on behalf of 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 Plans), 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 Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (e) The entitlement of a Participant 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 Recordkeeper, on behalf of the PlanCompany, 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 Plans and shall direct commencement of payments of such benefitsthis Trust Agreement. (ef) The Company may make payment of benefits directly to the Participants Plan participants or their beneficiaries as they become due under the terms of the PlanPlans. The Company shall notify the Trustee and Recordkeeper of its decision to make payment of benefits directly prior to the time amounts are payable to Participants participants or their beneficiaries. In addition, addition if the principal of the Trust, together with and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlanPlans, the Company shall immediately make up the balance of each such payment as it falls due. The Trustee shall notify the Company when where principal and earnings are not sufficient. (fg) The Recordkeeper shall notify the Executive or the beneficiary of a deceased Executive that Executive's benefits under a Plan have become payable. Such notice shall include the amount of such benefits, the manner of payment and the name, address and social security number of the Executive. (h) All benefits payable from the Trust Corpus to an Executive or his beneficiary under a Plan shall be paid solely from the Account of such Plan. Upon the satisfaction of all liabilities under a Plan in respect of Executives under a Plan, the Recordkeeper shall prepare a certification to the Trustee showing the balance, if any, remaining in the Account for such Plan. Such balance shall thereupon be reallocated ratably by the Recordkeeper to the Accounts of other Plans covered by this Agreement (including Accounts which may have previously been reduced to a zero balance) in the ratio that liabilities in respect of each such Plan bear to the total liabilities of all such Plans. Upon the satisfaction of all liabilities of the Company under all Plans, the Recordkeeper shall prepare a certification to the Trustee and the Trustee shall thereupon distribute the Trust Corpus to the Company. The Trustee and the Recordkeeper shall have no responsibility for determining whether any Executive or beneficiary has died and shall be entitled to rely upon information furnished by the Company. (i) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of an a substantially unqualified opinion of tax counsel selected by the CompanyTrustee, which determination determines, or which opinion concludesopines, that the Executives or any Participant or beneficiary particular Executive, is subject to federal income taxation on amounts held in trust to pay benefits Trust hereunder prior to the distribution to such Participant the Executives or beneficiary Executive of such benefitsamounts, the Trustee shallTrustee, on receipt by the Trustee Trustee, of such opinion or actual notice of such determination, shall pay to such Participant or beneficiary each Executive the portion of the Trust Fund Corpus includible in such Participant’s or beneficiary’s Executive's federal gross income. (j) The Company agrees to indemnify and hold harmless the Recordkeeper from and against any and all damages, losses, claims, fees or expenses as incurred (including expenses of investigation and fees or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Participant’s Recordkeeper) arising out of or beneficiary’s benefits in connection with the performance by the Recordkeeper of its duties hereunder. Any amount payable to the Recordkeeper under paragraph (a) of this Section 4 or this paragraph (j) and not previously paid by the Company shall be canceled paid by the Company promptly upon demand therefore by the Trustee or, if not paid by the Company within 30 days of the Trustee's demand, from the Trust Corpus. In the event that payment is made hereunder to the extent Recordkeeper from the Trust Corpus, the Trustee shall promptly notify the Company in writing of the amount of such payment. The Company agrees that, provided that the amount, form and timing upon receipt of such paymentsnotice, and it will deliver to the Trustee to be held in the Trust an amount and method in cash equal to any payments made from the Trust Corpus to the Trustee pursuant to paragraph (a) of this Section 4 or this paragraph (j), together with interest from the date of receipt of such cancellationnotice based upon the daily average of the prime rate charged by the Trustee. The failure of the Company to transfer any such amount shall not in any way impair the Recordkeeper's right to indemnification, reimbursement and payment pursuant to paragraph (a) of this Section 4 or this paragraph (j). (k) The Recordkeeper may resign and be discharged from its duties hereunder at any time by giving notice in writing of such resignation to the Company, or if a Change in Control shall previously have occurred, the Trustee, specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, the Company, or if a Change in Control shall previously have occurred, the Trustee, shall be as directed by appoint a successor recordkeeper, such recordkeeper to become Recordkeeper hereunder upon the resignation date specified in such notice. If the Company prior or the Trustee is unable to appoint a successor recordkeeper within 60 days after such notice, the Recordkeeper shall be entitled, at the expense of the Company, to petition a United States District Court or any court of competent jurisdiction in the state in which the Recordkeeper maintains its principal place of business to appoint its successor. The Recordkeeper shall continue to serve until its successor accepts the responsibility of recordkeeper. The Company, or if a Change in Control shall previously have occurred, the Trustee, may at any time substitute a new recordkeeper by giving 15 days notice thereof of Controlthe Recordkeeper then acting. In the event of such removal or resignation, the Recordkeeper shall provide its successor with the records and information in its possession relating to the performance of its duties under this Trust.

Payments to Plan Participants and Their Beneficiaries. (a) The Section 2.1 Prior to and on the Change in Control Funding Date, Company shall maintain make payments of benefits directly to Plan participants and their beneficiaries, and Trustee shall have no obligation to make payments to Plan participants or their beneficiaries or for related tax reporting. Upon a separate written record Change in Control, Company shall, as soon as possible, but in no event later than the Change in Control Funding Date, deliver to Trustee a schedule (the “Payment Schedule”) that reflects 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 each Participantdetermining the amounts so payable, the Participant’s benefits form in which such amounts are to be paid (as provided for or available under the Plans Plan) and the portion time of commencement for payment of such amounts. At the close of each calendar quarter ending after a Change in Control has occurred, Company shall, as soon as possible, but in no event more than five days following such close of quarter, deliver to Trustee an updated Payment Schedule. Following the Change in Control Funding Date, except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule and updated Payment Schedules, as applicable. Following the Change in Control Funding Date, Trustee shall make provision for the reporting and withholding of any federal and state taxes (other than FICA, FUTA or local taxes) that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Trust allocated Plan and shall pay amounts withheld to the appropriate taxing authorities. Notwithstanding the foregoing, Company must direct Trustee if any tax withholding is required on a pro rata basis payment subject to such Participant state income taxes in a state other than the state in which the participant currently resides (a “Participant RecordNon-resident taxes”). Prior If applicable, Company shall direct Trustee to a Change of Controlremit any FICA, the Trustee shall provide FUTA or local taxes with respect to the benefit payments to Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the and Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain for reporting and update remitting the Participant RecordsFICA, provided that, for any contributions FUTA or local taxes to the Trust after a Change of Control, the appropriate taxing authorities. Company shall designate the amount of the contribution will indemnify and hold harmless Trustee from any and all liability to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participantbecome subject due to Company’s benefitsfailure to properly withhold and remit FICA, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and FUTA or local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits payments from the Trust pursuant Trust, or for failure to the Plan, and all reporting required in connection with direct Trustee regarding withholding on any such payment subject to Non-resident 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) Section 2.2 The entitlement of a Participant or Plan participant and his or her beneficiaries to benefits under the Plan shall be determined prior to a Change in Control by the Company or such party as it shall designate under the Plan, and on and after a Change in Control by Xxxxxx Associates LLC or any successor actuary to 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. (e) The Section 2.3 Following the Change in Control Funding Date, Company may make payment payments of benefits directly to the Participants or Plan participants and their beneficiaries as they become due under the terms of the Plan, and Trustee shall reimburse Company for such payments upon presentation of appropriate evidence of payment to Trustee. The In such case, Company shall notify the Trustee of its decision to make payment payments of benefits directly prior to the time amounts are payable to Participants Plan participants or their beneficiaries. In addition, following the Change in Control Funding Date, if the principal of the Trust, together with and any earnings thereon, are not sufficient to make payments 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 when where principal and earnings are not sufficient. (f) Except as otherwise provided herein, in . Trustee shall not be liable for the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion inadequacy of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and to pay all amounts due under the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of ControlPlan.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall maintain a separate written record that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) 2.1 The entitlement of a Plan Participant or his or her beneficiaries to benefits under the each Plan shall be determined by the Company or such party as it shall designate under the such Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the that Plan. No provision in this Trust Agreement shall be construed as affording to a participant under any Plan rights or privileges available under any other Plan. The rights and entitlements of each Plan Participant or beneficiary shall be determined in accordance with each Plan. 2.2 Subject to Article Fourteen, the Company shall notify may direct the Trustee of such determination and shall direct commencement of payments of such benefits. (e) The Company may to make payment of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of the PlanPlans. The Alternatively, the Company may make payment of benefits directly to Plan Participants or beneficiaries. If the Company elects to make benefit payments directly to the Plan Participants or beneficiaries, the Company shall notify the Trustee of its decision to make payment of benefits directly such election prior to the time amounts are become payable to Plan Participants or their beneficiaries. In addition, if beneficiaries under the principal terms of the TrustPlans. 2.3 The Company or a consultant designated by the Company shall provide to the Trustee, together with any earnings thereonat least annually, are not sufficient a schedule showing the account balances of each Plan Participant or beneficiary, the vesting percentage applicable to each account balance and the entitlement of each Plan Participant or beneficiary to a current or future payment under the Plans (the “Payment Schedule”). If a Plan Participant or his beneficiary shall make a request for payment from the Trustee, the Trustee shall obtain from the Company its written authorization to make such payment and from the Company or its designated consultant an updated Payment Schedule that specifically reflects the amount currently payable to any Plan Participant or beneficiary who has requested payment from the Trustee, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amount. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with the appropriate Payment Schedule. There shall be no liability on the part of benefits the Trustee with respect to any payment made in accordance with the terms of this Trust Agreement and the Planmost recent Payment Schedule in the possession of the Trustee and at the direction of the Company. At the direction of the Company, the Trustee shall withhold any federal, state or local taxes required to be withheld on benefits paid under the Plans and shall pay amounts withheld to the Company for remittance to the appropriate taxing authorities. The Company shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Company’s failure to properly withhold and remit taxes (including FICA) due to the appropriate taxing authorities. 2.4 If the Company provides the Trustee written notification of its intention to cease payment of benefits to Plan Participants and beneficiaries, or to make no future contributions to the Trust, the Trustee shall immediately make up obtain from the balance designated consultant, or, if deemed necessary by the Trustee, an actuary selected by the Trustee, an updated Payment Schedule in order to determine the funding status of each such payment as it falls duethe Trust. The Trustee funding status (the “funding ratio”) shall notify be determined by dividing the Company when principal and earnings then-current market value of the Trust assets by the total account balances of the Plan Participants or beneficiaries reflected on the Payment Schedule, without regard to whether the accounts, are fully vested. If the funding ratio is less than one (1), all future benefit payments from the Trust shall not sufficientexceed the maximum lump-sum or installment payment due to Plan Participants or beneficiaries, multiplied by the funding ratio. (f) Except as otherwise provided herein2.5 The designated consultant, in the event of any final determination or, if deemed necessary by the Internal Revenue Service or a court of competent jurisdictionTrustee, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt an actuary selected by the Trustee of an unqualified opinion of tax counsel selected by will calculate and record the Company, which determination determines, or which opinion concludes, that any difference between the amount paid to the Plan Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior from the Trust and the scheduled benefit payment according to the distribution Plan which shall be referred to as the “underpayment.” The underpayment may be made by the Trustee to the affected Plan Participants or their beneficiaries only at such time as the value of the total assets of the Trust is sufficient to support a funding ratio of at least one (1) and to fund the underpayments. The Company may make payment of any underpayment directly to a Plan Participant or beneficiary of such benefits, and will provide written notification to its designated consultant or to the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Controlit has done so.

Payments to Plan Participants and Their Beneficiaries. (a) The Company shall maintain a separate written record that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) 2.1 The entitlement of a Plan Participant or his or her beneficiaries to benefits under the Plan ESSP or DCP shall be determined by the Company or such party as it shall designate under the PlanPlan Documents, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlanPlan Documents. No provision in this Trust Agreement shall be construed as affording to an ESSP participant rights or privileges available under the DCP or as affording to a DCP participant rights or privileges available under the ESSP. The Company rights and entitlements of each Plan Participant or beneficiary shall notify be determined in accordance with the Trustee of such determination and shall direct commencement of payments of such benefitsESSP or DCP, as applicable. (e) 2.2 The Company may direct the Trustee to make payment of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of the PlanPlan Documents. The Alternatively, the Company may make payment of benefits directly to Plan Participants or beneficiaries. If the Company elects to make benefit payments directly to the Plan Participants or beneficiaries, the Company shall notify the Trustee of its decision to make payment of benefits directly such election prior to the time amounts are become payable to Plan Participants or their beneficiariesbeneficiaries under the terms of the Plan Documents. 2.3 The Company or a consultant designated by the Company shall provide to the Trustee, at least annually, a schedule showing the account balances of each Plan Participant or beneficiary, the vesting percentage applicable to each account balance and the entitlement of each Plan Participant or beneficiary to a current or future payment under the Plan Documents (the "Payment Schedule"). In additionIf a Plan Participant or his beneficiary shall make a request for payment from the Trustee, the Trustee shall obtain from the Company or its designated consultant an updated Payment Schedule that specifically reflects the amount currently payable to any Plan Participant or beneficiary who has requested payment from the Trustee, the form in which such amount is to be paid (as provided for or available under the ESSP or DCP), and the time of commencement for payment of such amount. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with the appropriate Payment Schedule. There shall be no liability on the part of the Trustee with respect to any payment made in accordance with the terms of this Trust Agreement and the most recent Payment Schedule in the possession of the Trustee. At the direction of the Company, the Trustee shall withhold any federal, state or local taxes required to be withheld on benefits paid under the ESSP or the DCP and shall pay amounts withheld to the Company for remittance to the appropriate taxing authorities. 2.4 Notwithstanding any provision of this Trust Agreement to the contrary, if the principal of Trustee has actual knowledge that the Trust, together with any earnings thereon, are not sufficient Company has no present intention to make payments of pay benefits to Plan Participants and beneficiaries in accordance with the terms of the Plan, the Company shall immediately Plan Documents or to make up the balance of each such payment as it falls due. The Trustee shall notify the Company when principal and earnings are not sufficient. (f) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior future contributions to the distribution to such Participant or beneficiary of such benefitsTrust, the Trustee shall, immediately and at least annually thereafter, obtain from the Company or its designated consultant an updated Payment Schedule and determine the funding status of the Trust. The funding status of the Trust shall be determined by dividing the value of the total assets in the Trust by the total account balances of all Plan Participants or beneficiaries, reflected on receipt the updated Payment Schedule and determined without regard to whether the account balances are vested or payable (the "funding ratio"). If the Trust's funding ratio is less than one, no payment to a Plan Participant or beneficiary from the Trust shall exceed the maximum payment amount determined in accordance with Section 2.5. 2.5 The maximum amount that the Trustee may pay to any Plan Participant or his beneficiary if the contingencies set forth in Section 2.4 above have occurred, or as required by Section 3.3 below, shall equal the scheduled lump sum or installment payment owed to the Plan Participant or beneficiary determined in accordance with the Plan Documents and reflected on the Payment Schedule, multiplied by the funding ratio. If the payment to a Plan Participant or beneficiary is limited to the maximum amount permitted by this Section 2.5, the difference -3- between the amount paid to the participant or beneficiary and the scheduled ESSP or DCP benefit payment shall be recorded by the Trustee and shall be referred to as an "overdue payment". The Trustee shall disregard any overdue payments in determining the Trust's funding ratio pursuant to Section 2.4 above. 2.6 If overdue payments are calculated and recorded by the Trustee in accordance with Section 2.5, the Trustee shall make such overdue payments to the affected Plan Participants and beneficiaries at such time as the value of such opinion or actual notice the total assets in the Trust is sufficient to support a funding ratio of such determination, pay at least one and to such fund the overdue payments. The Company may make payment of any overdue payment directly to a Plan Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Control.

Payments to Plan Participants and Their Beneficiaries. (a) The Company Committee of each Plan shall maintain deliver to the Trustee a separate written record schedule (the "Payment Schedule") that reflects for indicates the amounts payable with respect to each ParticipantPlan Participant (and his or her beneficiaries) and identifies the Separate Account of the Employer from which such amounts are payable, that provides to the Trustee the amounts so payable, the Participant’s benefits form in which such amount is to be paid (as provided for or available under the Plans Plans), and the portion time of commencement for payment of such amounts. An updated Payment Schedule shall be provided by each Committee to the Trust allocated on a pro rata basis to such Participant (a “Participant Record”)Trustee periodically, but no less frequently than once each calendar quarter. Prior to a Change of ControlExcept as otherwise provided herein, the Trustee shall provide make payments to the Company Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the results reporting and withholding of each Valuation any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to Section 9(a). Following receipt the terms of a Valuationthe Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, each Participant Record shall be equitably adjusted withheld and paid by the Company to reflect its share of the income, expense, appreciation and depreciation since the preceding Valuation dateor an Employer. Immediately prior to a Change of Control, the The Company shall provide the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely responsible for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Recordemployee records and federal and tax reporting. (b) After a Change of Control, the Trustee shall have the responsibility to maintain and update the Participant Records, provided that, for any contributions to the Trust after a Change of Control, the Company shall designate the amount of the contribution to be allocated to each Participant Record. The Trustee shall be entitled to rely on the most recent certified listing delivered by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) The entitlement of a Plan Participant or his or her beneficiaries to benefits under the a Plan shall be determined by the Company each Committee or such other 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 in the Plan. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits. (ec) The Employers participating in the Supplemental Retirement Plan or the Company with respect to the Director Plan may make payment payments of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of each Plan in lieu of payment from the PlanTrust. The Company applicable Committee shall notify the Trustee of its an Employer's or the Company's 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 assets allocated to a Separate Account under the Trust, together with any earnings thereon, Trust are not sufficient to make payments of benefits to its respective Plan Participants and beneficiaries in accordance with the terms of the PlanPlan for which such Separate Account is maintained, the Company Employer for which such Separate Account is maintained shall immediately make up the balance of each such payment as it falls due, and the other Separate Accounts hereunder shall not be liable for the payment of such benefits. The Trustee shall notify not be responsible for notifying the Company or other Employer when principal and earnings the assets allocated to a Separate Account under the Trust are not sufficientsufficient to satisfy all payments due. (fd) Except as otherwise provided hereinAny provision of this Trust Agreement to the contrary notwithstanding, upon and after a Change in Control, (i) the event Trustee shall make payments to Plan Participants or their beneficiaries in accordance with the direction of the Independent Committee rather than a Plan Committee, regardless of whether the Trustee has received a Payment Schedule or any final determination by other form of direction from a Plan Committee to make such payments, and (ii) to the Internal Revenue Service or extent that a court of competent jurisdiction, which determination Separate Account is not appealable sufficient to satisfy all vested benefit liabilities of an Employer under the Plan for which the Separate Account is maintained, whether or not then due or payable, at the time for appeal a benefit payment is owed to one or protest of which has expiredmore Plan Participants or beneficiaries upon or after a Change in Control, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to then each such Participant or beneficiary of entitled to payment shall receive from such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of Separate Account under the Trust Fund includible in only a pro-rata share of such Participant’s Separate Account determined on the basis of the present value of his or beneficiary’s federal gross incomeher accrued benefit for which the Employer is liable under the Plan for which the Separate Account is maintained compared to the total present value of the accrued benefits for which such Employer is liable under such Plan, and the Participant’s or beneficiary’s benefits remaining amount owed shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed paid directly by the Company prior to a Change of ControlEmployer.

Payments to Plan Participants and Their Beneficiaries. (a) The By its acceptance of this Trust the Trustee hereby agrees to the designation by the Company shall maintain a separate written record of Towers Xxxxxx as its recordkeeper ("Recordkeeper") under this Trust. It is recognized that reflects for each Participant, the Participant’s benefits under the Plans and the portion of the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Control, the Trustee shall provide to have no responsibility hereunder for the Company the results of each Valuation pursuant to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by the Company to reflect its share continued retention of the income, expense, appreciation Recordkeeper and/or any responsibility assigned to said Recordkeeper or its performance thereof. Upon and depreciation since the preceding Valuation date. Immediately prior to after a Change of Control, the Company shall provide the Trustee with a copy in Control of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Record. (b) After a Change of ControlCompany, the Trustee shall have the responsibility sole authority to maintain and update retain, dismiss or appoint the Participant Records, provided that, Recordkeeper for any contributions to the Trust after a Change on such terms and conditions as the Trustee deems appropriate. The Company shall pay or reimburse the Trustee for all fees and expenses of Controlthe Recordkeeper. (b) Except for the records dealing solely with the Trust Corpus and its investment, which shall be maintained by the Trustee, the Recordkeeper shall maintain all the records contemplated by this Agreement, including the maintenance of the separate Accounts of each Plan under this Trust and the maintenance of Plan Participant's interests. The Recordkeeper shall also be responsible for information with respect to payments to Plan Participants and shall perform such other duties and responsibilities as the Trustee determines are necessary or advisable to achieve the objectives of this Trust. (c) Upon the establishment of this Trust or as soon thereafter as practicable, the Company shall designate furnish to the amount of Recordkeeper all the contribution information necessary to be allocated determine the benefits payable to or with respect to each Plan Participant Recordin each Plan, including any benefits payable after the Plan Participant's death and the recipient of same. The Trustee Company shall regularly, at least annually, furnish revised up-dated information to the Recordkeeper. In the event the Company refuses or neglects to provide updated Plan Participant information, as contemplated herein, the Recordkeeper shall be entitled to rely on upon the most recent certified listing delivered information furnished to it by the Company to the Trustee prior to a Change of Control in the maintenance and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this section. (d) The Recordkeeper, on behalf of 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 Plans), 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 Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (e) 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 Recordkeeper, on behalf of the PlanCompany, 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 Plan and shall direct commencement of payments of such benefitsthis Trust Agreement. (ef) The Company may make payment of benefits directly to the Plan Participants or their beneficiaries as they become due under the terms of the PlanPlans. The Company shall notify the Trustee and Recordkeeper of its decision to make payment of benefits directly prior to the time amounts are payable to Plan Participants or their beneficiaries. In addition, addition if the principal of the Trust, together with and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the PlanPlans, the Company shall immediately make up the balance of each such payment as it falls due. The Trustee shall notify the Company when where principal and earnings are not sufficient. (fg) The Recordkeeper shall notify the Plan Participant or the beneficiary of a deceased Plan Participant that Plan Participant's benefits under a Plan have become payable. Such notice shall include the amount of such benefits, the manner of payment and the name, address and social security number of the Plan Participant. (h) All benefits payable from the Trust Corpus to a Plan Participant or his beneficiary under a Plan shall be paid solely from the Account of such Plan. Upon the satisfaction of all liabilities under a Plan in respect of Plan Participant under a Plan, the Recordkeeper shall prepare a certification to the Trustee showing the balance, if any, remaining in the Account for such Plan. Upon the satisfaction of all liabilities of the Company under the Plan, the Recordkeeper shall prepare a certification to the Trustee and the Trustee shall thereupon distribute the Trust Corpus to the Company. The Trustee and the Recordkeeper shall have no responsibility for determining whether any Plan Participant or beneficiary has died and shall be entitled to rely upon information furnished by the Company. (i) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of an a substantially unqualified opinion of tax counsel selected by the CompanyTrustee, which determination determines, or which opinion concludesopines, that the Plan Participants or any Participant or beneficiary particular Plan Participant, is subject to federal income taxation on amounts held in trust to pay benefits Trust hereunder prior to the distribution to such Participant or beneficiary the Plan Participants of such benefitsamounts, the Trustee shallTrustee, on receipt by the Trustee Trustee, of such opinion or actual notice of such determination, shall pay to such each Plan Participant or beneficiary the portion of the Trust Fund includible Corpus includable in such Plan Participant’s or beneficiary’s 's federal gross income. (j) The Company agrees to indemnify and hold harmless the Recordkeeper from and against any and all damages, losses, claims, fees or expenses as incurred (including expenses of investigation and fees or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Participant’s Recordkeeper) arising out of or beneficiary’s benefits in connection with the performance by the Recordkeeper of its duties hereunder. Any amount payable to the Recordkeeper under paragraph (a) of this Section 4 or this paragraph (j) and not previously paid by the Company shall be canceled paid by the Company promptly upon demand therefore by the Trustee or, if not paid by the Company within 30 days of the Trustee's demand, from the Trust Corpus. In the event that payment is made hereunder to the extent Recordkeeper from the Trust Corpus, the Trustee shall promptly notify the Company in writing of the amount of such payment. The Company agrees that, provided that the amount, form and timing upon receipt of such paymentsnotice, and it will deliver to the Trustee to be held in the Trust an amount and method in cash equal to any payments made from the Trust Corpus to the Trustee pursuant to paragraph (a) of this Section 4 or this paragraph (j), together with interest from the date of receipt of such cancellationnotice based upon the daily average of the prime rate charged by the Trustee. The failure of the Company to transfer any such amount shall not in any way impair the Recordkeeper's right to indemnification, reimbursement and payment pursuant to paragraph (a) of this Section 4 or this paragraph (j). (k) The Recordkeeper may resign and be discharged from its duties hereunder at any time by giving notice in writing of such resignation to the Company, or if a Change in Control shall previously have occurred, the Trustee, specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, the Company, or if a Change in Control shall previously have occurred, the Trustee, shall be as directed by appoint a successor recordkeeper, such recordkeeper to become Recordkeeper hereunder upon the resignation date specified in such notice. If the Company prior or the Trustee is unable to appoint a successor recordkeeper within 60 days after such notice, the Recordkeeper shall be entitled, at the expense of the Company, to petition a United States District Court or any court of competent jurisdiction in the state in which the Recordkeeper maintains its principal place of business to appoint its successor. The Recordkeeper shall continue to serve until its successor accepts the responsibility of recordkeeper. The Company, or if a Change in Control shall previously have occurred, the Trustee, may at any time substitute a new recordkeeper by giving 15 days notice thereof of Controlthe Recordkeeper then acting. In the event of such removal or resignation, the Recordkeeper shall provide its successor with the records and information in its possession relating to the performance of its duties under this Trust.

Payments to Plan Participants and Their Beneficiaries. (a) The Company Plan Participant shall maintain deliver to the Bank a separate written record deferral and election form, in accordance with the terms of the Benefit Plan, that reflects for each Participantdirects the deferrals, investments and payments of the Participant’s benefits under the Plans and the portion of Deferred Compensation Account. The Bank shall make Contributions to the Trust allocated on a pro rata basis to such Participant (a “Participant Record”). Prior to a Change of Controlin accordance with said deferral and election form, and the Trustee shall provide make investments and payments accordingly. A true and correct copy of said Alamance National Bank Directors’ Deferral Plan Deferral and Payment Election Form is attached hereto, marked Exhibit “A-l”, and fully incorporated herein by reference. Notwithstanding anything herein to the Company contrary, the results of each Valuation pursuant Bank shall have the sole discretion to Section 9(a). Following receipt of a Valuation, each Participant Record shall be equitably adjusted by direct the Company to reflect its share investments of the income, expense, appreciation Rabbi Trust and depreciation since the preceding Valuation date. Immediately prior to a Change of Control, the Company shall provide direct the Trustee with a copy of the current Participant Records. Such Participant Records shall be maintained solely for record keeping purposes without any legal entitlement of a Participant to amounts allocated to his or her Participant Recordaccordingly. (b) After In accordance with said deferral and election form, the Bank shall deliver to Trustee a Change schedule (the, “Payment Schedule”) that indicates the amounts payable in respect of Controleach 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. The Trustee shall make payments in accordance with said Payment Schedule. (c) The Trustee shall, in accordance with the written instructions of the Bank, withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plan and shall pay amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall have the responsibility be authorized to maintain and update the Participant Recordspay any federal, provided that, for state or local taxes to any contributions government body that presents a tax deficiency notice to the Trust after Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a Change of Control, the Company shall designate schedule which specifies the amount of the contribution taxes to be allocated withheld, if any, with respect to each Participant Recordbenefit payments to be made hereunder. The Trustee shall be entitled to rely conclusively on the most recent certified listing delivered by the Company written instructions of Bank as to the Trustee prior to a Change of Control in the maintenance all tax reporting and updating of such Participant Records following a Change of Control. No new Participants may be added following a Change of Control. Following a Change of Control, the sole source of Trust assets from which the Trustee may pay a Participant’s benefits, to the extent the Trustee, rather than the Company, pays the benefits, shall be that portion of the assets of the Trust allocated to the Participant Record of such Participant. (c) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust 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, hereunder. To the extent the Company believes the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation. The Company and the Trustee shall each provide to the other party any information required to meet obligations pursuant to this sectionrequirements. (d) The entitlement of a Participant Benefit Plan participant or his or her beneficiaries to benefits under the Benefit Plan shall be determined by the 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. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits. (e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. In addition, if the principal of the Trust, together with any earnings thereon, are not sufficient to make payments 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 when principal and earnings are not sufficient. (f) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which determination determines, or which opinion concludes, that any Participant or beneficiary is subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on receipt by the Trustee of such opinion or actual notice of such determination, pay to such Participant or beneficiary the portion of the Trust Fund includible in such Participant’s or beneficiary’s federal gross income, and the Participant’s or beneficiary’s benefits shall be canceled to the extent of such payment, provided that the amount, form and timing of such payments, and the amount and method of such cancellation, shall be as directed by the Company prior to a Change of Control.