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

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution of this Agreement, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will be updated periodically as necessary, but not less than annually, by the Company. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Participant to benefits under the Plan shall be determined in accordance with the terms of the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (g) If at the end of any quarter the principal of the Trust, and any earnings thereon, will not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by the Trustee or by the Company, the Company shall within ninety (90) days after the end of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so it will have the capability of distributing to all Participants their benefits valued at the end of such quarter. The Trustee shall exercise its best efforts to notify the Company when the principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trust.

Payments to Plan Participants and Their Beneficiaries. (ai) Within 60 days following the execution of this Agreement, the Company The Bank shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will be updated periodically Except as necessary, but not less than annually, by the Company. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Planotherwise provided herein, the Trustee shall make payments to the distribution referred Plan participants and their beneficiaries in accordance with such Payment Schedule. (ii) The Payment Schedule shall be delivered to the Trustee following the execution of this Trust Agreement and an updated Payment Schedule shall be furnished at least annually thereafter. Each such Payment Schedule shall include, without limitation, (A) the names, addresses, dates of birth, social security numbers and the amount and form of accrued benefit of each Plan participant and beneficiary in the Participant's Notice. Such distribution Plan; (B) the amount and form of projected benefits under the Plan of each participant and beneficiary, assuming such participant would retire or die as of the last day of such calendar year; (C) a schedule of the estimated yearly cash payments under the Plan; and (D) any other information regarding the Plan which the Trustee may reasonably request. (i) To the extent that amounts are paid under this Article SECOND by the Trustee directly to any Plan participant or beneficiary, such amounts shall be such amount of Company stock or other securities or trust assets as reduced by the Trustee deems reasonably appropriate in an amount equal to satisfy the instructions in income and employment tax withholding required by law with respect to such participant or beneficiary, as determined by the Participant's NoticeBank and promptly communicated to the Trustee. The Trustee will shall inform each Plan participant and beneficiary to whom payment is made of the amount withheld from payment and the purpose for withholding such amount. Such withheld amounts shall be paid by the Trustee to the Bank, which shall remit such withheld amounts to, and shall file the appropriate withholding reports with, the appropriate governmental agencies. In making any determination whether the Bank has properly determined, reported and/or withheld the appropriate taxes, the Trustee may rely on a written certification, under penalties of perjury, signed by the Chief Executive Officer of the Bank or by another officer of the Bank authorized by the Chief Executive Officer to sign such certification in his behalf. (ii) To the extent that amounts are to be paid under this Article SECOND by the Trustee directly to any Plan participant or beneficiary and the Bank fails to direct the Trustee with respect to the appropriate amount to be withheld by the Trustee with respect to the applicable withholding requirements, the Trustee shall use its best efforts to deliver Company stock or successor securities determine, in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purposeits sole discretion, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice appropriate amount of income and employment tax withholding required by law with respect to the Trustee objecting payment to such participant or beneficiary, and shall reduce any payments by the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy amount of such notice to the Participant within five (5) business days of the Trustee's receipt thereoftax withholding required. The Trustee shall then make inform the distribution Bank and each Plan participant or beneficiary to cover whom payment is made of the obligation set forth in amount withheld and the Participant's Notice (unless purpose for withholding such amount. The amount withheld by the Company objects on Trustee shall be paid by the grounds Trustee to the Bank, and the Bank shall remit such withheld amounts to, and shall file the appropriate withholding reports with, the appropriate governmental agencies. Provided that the distribution Trustee has already been made or has already been fully satisfied in which event withheld the procedures at amounts directed by the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertakingBank or, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution absence of such direction from the Trust upon confirming such fact. If the Trustee does notBank, within ten (10) business days after receipt of such notice from the Companyused its best efforts to determine applicable withholding under this Article, confirm that such distribution has been made or has been fully satisfied it shall have no liability for failure to withhold amounts sufficient to meet applicable requirements, and shall be held harmless by the Company, then the Trustee shall make the required distribution Bank against such liability. (iii) Unless otherwise agreed to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Bank shall be responsible for all tax information reporting with respect to payments made to Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participantsparticipants and beneficiaries hereunder. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (fi) The entitlement of a Participant Plan participant or his or her beneficiaries to benefits under the Plan shall be determined in accordance with by the terms of Bank or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (gii) If at The Trustee shall have no authority over or responsibility for the end disposition of claims for benefits under the Plan and, in the absence of an order to the contrary of a court of competent jurisdiction, may rely conclusively on the most recent Payment Schedule furnished to it by the Bank in making or refraining from making payments from the Trust to individuals who are or purport to be Plan participants or their beneficiaries. The Trustee shall not make payments hereunder to any quarter person until it receives instructions from the Bank in a form reasonably satisfactory to the Trustee. (i) The Bank may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Bank shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Plan participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlan, the Company Bank shall within ninety (90) days after make the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so each such payment as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterfalls due. The Trustee shall exercise its best efforts to notify the Company when the Bank where principal and earnings are not sufficient and sufficient. (ii) The Trustee shall have no liability or responsibility for duplicate payments made prior to its receipt from the Bank of notice of the additional amount Bank's intention to make direct payment. (e) The Bank may direct that must payments be deposited to keep made before they would otherwise be due if, based on a change in the Trust fully funded. The failure federal tax or revenue laws, a published ruling or similar announcement issued by the IRS, a regulation issued by the Secretary of the Trustee Treasury, a decision by a court of competent jurisdiction involving a Participant or a beneficiary, or a closing agreement made under section 7121 of the Code that is approved by the IRS and involves a Participant or a beneficiary, it determines that a Participant or beneficiary has or will recognize income for federal income tax purposes with respect to give this notice amounts that are or will not result in any liability be payable under the Plan before they are to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustbe paid.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 At such time as a Plan participant is entitled to a payment under the Plan (as determined by the Trustee after having been notified in writing by the Company of the Plan participant's entitlement to the payment), the Plan participant shall receive payment from the Trust Fund in an amount equal to the benefits to which such Plan participant is entitled under the terms of the Plan. In such event, the Trustee shall be empowered to liquidate such portion of the Trust Fund as may be available and necessary, or to take such actions as the Trustee deems appropriate, to satisfy the Company's obligations under the Plan. If payment required under the terms of the Plan has not been made to the Plan participant (whether due to the failure of the Company to notify the Trustee as required by this paragraph or otherwise), the Plan participant may notify the Trustee in writing of the amount (or a reasonable estimate of the amount) due the Plan participant pursuant to the Plan and the date such amount was due and payable. The Trustee shall notify the Company within fifteen (15) days following of the execution receipt of this Agreementsuch payment request. If the Company and the Plan participant do not agree as to whether the Plan participant is entitled to a payment, the Trustee shall apply to a court of competent jurisdiction for instructions as to whether the distribution should be made. The Trustee shall be reimbursed from the Trust Fund for any reasonable costs incurred by the Trustee in connection with such litigation. If the Trust Fund is insufficient to pay such costs, then the Company shall deliver reimburse the Trustee. Notwithstanding the preceding sentences, if a final determination is made that the Plan participant is not entitled to such payment and it is determined the participant's claim for payment which resulted in the Trustee's legal action was not made in good faith, the Plan participant, rather than the Company, shall reimburse the Trustee a schedule (and/or the "Payment Schedule") Trust Fund for any such expenses. To the extent, however, that indicates the amounts payable in respect of each Participant or that provides a formula or other instructions acceptable to participant does not reimburse any expenses paid by the Trustee for determining the which there are not sufficient Trust Assets to pay, such amounts so payable, the form in which such amount is to shall be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will be updated periodically as necessary, but not less than annually, reimbursed by the Company. (b) If the The Company does not may make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants Plan participants or their beneficiaries as they become due under the terms of the Plan. To the extent the The Company from time to time makes distributions under the Plan which the Trust is intended to protect, shall notify the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets its decision to make payment of benefits directly prior to the Company equal in value time amounts are payable to the distribution participants or equal to the amount of securities that were distributed to Participantstheir beneficiaries. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the CompanyIn addition, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Participant to benefits under the Plan shall be determined in accordance with the terms of the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (g) If at the end of any quarter if the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlan, the Company shall within ninety (90) days after make the end balance of each such payment as it falls due directly to the Plan participant pursuant to the provisions of the quarter deposit additional cash or other assets or securities (which may include Company stock) into Plan and the Trust Trustee shall not be liable to the extent necessary to keep Plan participant for the Trust fully funded so it will have the capability of distributing to all Participants their benefits valued at the end of such quarterinsufficiency. The Trustee shall exercise its best efforts to notify the Company when the where principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustsufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution of this Agreement, the The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the indicates: (1) Either: (A) The amounts payable in with respect of to each Plan Participant (and his or that provides a her Beneficiaries); or (B) A formula or other instructions acceptable to the Trustee for determining the amounts so payable, the ; (2) The form in which such amount is to be paid (as provided for or available under the applicable Plan), and the and (3) The time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their Beneficiaries in accordance with the Payment Schedule. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule will Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their Beneficiaries in accordance with the Payment Schedule; provided, however, that, except as provided in Section 14 and with respect to the payment of the Trustee's expenses: (1) Amounts credited to a Plan's subaccount under this Trust may only be updated periodically as necessaryused to pay benefits to Participants and Beneficiaries of such Plan; and (2) Amounts credited to a Participating Affiliated Company Account may only be used to pay benefits to Participants and Beneficiaries who are entitled to a benefit from such Participating Affiliated Company. It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, but not less than annuallystate and local tax aspects of the Plan and the Trust Fund, including without limitation income taxes payable on the Trust Fund's income, if any, and required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust Fund pursuant to the Plan, and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligations shall be a responsibility allocated to the Company hereunder. To the extent 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, shall direct the Trustee with respect to the performance of such obligations, and shall provide the Trustee with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from the Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to remit a reimbursement of such taxes to the Company. In addition, the Trustee shall provide the Company with all information required to enable the Company to pay any taxes on the Trust's income on a timely basis. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Plan Participant or his or her Beneficiaries to benefits under the a Plan shall be determined in accordance with by the terms of 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. (gc) If at The Company or the end applicable Participating Affiliated Company may make payment of benefits directly to Plan Participants or their Beneficiaries as they become due under the terms of a Plan. The Company shall notify the Trustee of any quarter decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlan, the Company or the applicable Participating Affiliated Company shall within ninety (90) days after make the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust each such payment to the extent necessary to keep the Trust fully funded so Participant or Beneficiary as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterfalls due. The Trustee shall exercise its best efforts to notify the Company when the where principal and earnings are not sufficient and of to make a payment then due under the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the TrustPayment Schedule.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution of this Agreement, the The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant or and that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the applicable Plan), and the time of commencement for payment of such amounts. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule will Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Participants (including beneficiaries) in accordance with such Payment Schedule. (b) It is the intent of the Company and the Trustee that the Company shall be updated periodically responsible for determining and effecting all federal, state and local tax aspects of the Plans and the Trust Fund, including without limitation income taxes payable on the Trust Fund's income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust Fund pursuant to the Plans, 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 necessarythe case may be, but not less than annuallyhereunder. To the extent 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, shall direct the Trustee with respect to the performance of such obligations and shall provide the Trustee with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to remit a reimbursement of such taxes to the Company. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Participant (including any beneficiaries) to benefits under the a Plan shall be determined in accordance with by the terms of Company or such party as it shall designate under the applicable 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. (gd) The Company may make payment of benefits directly to the Participants as they become due under the terms of the Plans. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time such amounts are payable. If at requested by the end of Company, the Trustee shall reimburse the Company for any quarter benefits under a Plan and Trust which are paid by the Company or otherwise satisfied. In addition, if the principal of the Trust, and together with any earnings thereon, will are not be sufficient to make payments payment of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlans, the Company shall within ninety (90) days after immediately make up the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so each such payment as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterfalls due. The Trustee shall exercise its best efforts to notify the Company when the principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustsufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution The Administrative Committee of this Agreement, the Company each Plan shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in with respect to each Plan Participant (and his or her beneficiaries) and the Separate Account of each Participant or the Employer from which such amounts are payable, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the PlanPlans), and the time of commencement for payment of such amounts. The An updated Payment Schedule will shall be updated periodically as necessaryprovided by each Administrative Committee to the Trustee periodically, but not no less frequently than annuallyonce each calendar year. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by an Employer under the CompanyExecutive Plan or by Company under the Directors' Plan. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Plan Participant or his or her beneficiaries to benefits under the a Plan shall be determined in accordance with the terms of by each Administrative Committee or such other party as 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. (gc) If at The Employers participating in the end Executive Plan or the Company with respect to the Directors' Plan may make payments of any quarter benefits directly to Plan Participants or their beneficiaries as they become due under the principal terms of each Plan in lieu of payment from the Trust. The applicable Administrative Committee shall notify the Trustee of an Employer's or the Company's decision to make payments of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. In addition, and any earnings thereon, will if the assets allocated to an Employer's Separate Account under the Trust are not be sufficient to make payments of benefits to its respective Plan benefits as if they were then payable Participants and beneficiaries in full as determined by accordance with the Trustee or by the Company, the Company shall within ninety (90) days after the end terms of the quarter deposit additional cash or Plans, such Employer shall make the balance of each such payment as it falls due, and the Separate Accounts of other assets or securities (which may include Company stock) into Employers hereunder shall not be liable for the Trust to the extent necessary to keep the Trust fully funded so it will have the capability of distributing to all Participants their benefits valued at the end payment of such quarterbenefits. The Trustee shall exercise its best efforts to notify the Company immediately when the principal and earnings assets allocated to an Employer's Separate Account under the Trust are not sufficient to satisfy all payments due. (d) Any provision of this Section 2 to the contrary notwithstanding, upon and after a Change of Control, the Trustee shall make payments to Plan Participants or their beneficiaries in accordance with the direction of the additional amount that must be deposited to keep the Trust fully funded. The failure Independent Committee rather than an Administrative Committee, regardless of whether the Trustee has received a Payment Schedule or any other form of direction from an Administrative Committee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustmake such payments.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following 2.1 The Trustee shall from time to time, upon the execution direction of this Agreementthe Company, make distributions or payments out of the Trust Fund, to such persons, in such manner and in such amounts as the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will be updated periodically as necessary, but not less than annually, by the Company. (b) If the Company does not make payment or deliver stock or securities sufficient deem necessary to satisfy any distribution its obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due provide benefits under the Plan. The Trustee will deliver a copy shall not be liable for the proper application of any part of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy Trust Fund and shall not be liable for any distribution made in good faith without actual notice or knowledge of the Participant's Notice, deliver written notice changed status or condition of any recipient. 2.2 Any amount paid to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due a Participant or beneficiary under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution this Article II shall be such reduced by the amount of Company stock or other securities or trust assets as taxes required to be withheld pursuant to written instructions from the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereofCompany. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets pay to the Company equal in value to the distribution or a sum equal to the amount of securities that were distributed such taxes as are required to Participantsbe withheld, whereupon the Company shall have sole responsibility for the payment of all withholding taxes to the appropriate taxing authorities. Such reimbursement The Company shall be made within ten (10) days after a written notice is delivered also have sole responsibility for any withholding related filings or reports. 2.3 Nothing in this Agreement shall relieve the Company of its liabilities to pay the benefits provided under the Plan except to the extent such liabilities are met by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount application of assets to be returned to the Company (cash and/or securities)Trust Fund assets. (f) 2.4 The entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall be determined in accordance with by the terms of Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out forth in the Plan. (g) If at 2.5 The Company may make payment of benefits directly to Participants or their beneficiaries as they become due under the end terms of any quarter 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 the Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlan, the Company shall within ninety (90) days after make the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so each such payment as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterbecomes due. The Trustee shall exercise its best efforts to notify the Company when the where principal and earnings are not sufficient and sufficient. 2.6 In the event of a "failure to pay", the Trustee shall make distributions or payments out of the additional amount that must be deposited Trust Fund, to keep such persons, and in such amounts to satisfy the Trust fully funded. The failure of Company's obligation to provide benefits under the Trustee Plan if the following two conditions are met: (a) A Participant/Beneficiary sends a notice to give this notice will not result in any liability to both the Trustee and will not excuse the Company from insuring at the Trust is fully funded. same time, indicating that the Company failed to pay the Participant/Beneficiary when due, and that such amount remains unpaid. (b) The Trustee does not receive a written objection from the Company within sixty (60) calendar days indicating that the named Participant/Beneficiary is under no duty to compel contributions not owed any benefit payments according to the Trustterms of the Plan.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following The administrator (the execution "Administrator") appointed for purposes of the Plan and this Agreement, Trust by the Company Committee (as defined in the Plan) shall deliver to the Trustee a schedule (the "Payment Election Schedule") that indicates the amounts payable in respect of deferral elections attributable to each Participant Plan participant (and his or her beneficiaries), and that further provides a formula or other instructions acceptable to the Trustee for determining the amounts so payablepayable to each Plan participant, the form in which such amount is amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will Except as otherwise provided herein, Trustee shall make payments to Plan participants and their beneficiaries in accordance with such Election Schedule. Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be updated periodically required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. Trustee may delegate to Company the responsibility for the reporting and withholding as necessary, but not less than annually, by the Companydescribed above. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Participant Plan participant or his or her beneficiaries to benefits under the Plan shall be determined in accordance with the terms of by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (gc) Unless otherwise provided in this subsection, all payments from the Trust shall be in cash except that Trustee may, at the direction of the Administrator, distribute assets held in the Trust other than in the form of Shares (except as provided below) to Plan participants or their beneficiaries; provided that in the event of a distribution in kind, the Administrator shall -------- advise Trustee of the value of the assets distributed and Trustee may conclusively rely upon such information without further inquiry. The foregoing notwithstanding, no such in-kind distribution shall be authorized if and to the extent that such authorization would cause any right of payment to the Plan participants or their beneficiaries from Company to be deemed a "derivative security" within the meaning of Rule 16a-1(c)(3) (including paragraph (i) thereunder) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Shares contributed to fund a stock-denominated obligation or award may be distributed to a Plan participant or his or her beneficiaries pursuant to the Election Schedules unless such Plan participant is or has been subject to Section 16 of the Exchange Act, in which case no payments from the Trust shall be in Shares until such time as the Plan participant has not been subject to a transaction which would create a "short swing transaction" as defined under Section 16 of the Exchange Act. (d) If at the end of any quarter the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of benefits in accordance with the terms of the Plan benefits as if they were then payable in full as determined by the Trustee or by the Companyany Election Schedule, the Company shall within ninety (90) days after make the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so each such payment as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterfalls due. The Trustee shall exercise its best efforts to notify the Company when the where principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustsufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following The committee appointed to administer the execution Plan (the “Committee”) shall provide the Trustee with complete instructions regarding the form and time of payment of each account maintained under this Agreement for each Plan participant as soon as administratively feasible after a contribution is first credited to that account. If a participant’s payment instructions with respect to an account change, the Committee shall provide the Trustee with revised instructions as soon as administratively feasible after any such change. Any such revised instructions that are not immediately effective shall indicate the date on which they become effective. (b) If payment of a participant’s account has not already commenced and the Trustee (1) has actual knowledge of the occurrence of an event that requires payment of the account to commence (a “payment event”), (2) is notified by the Committee that a payment event has occurred, (3) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.g. of the Plan, or (4) in the case of a participant’s termination of service as a director, is notified in writing by the participant that the participant’s termination of service has occurred, the Trustee shall commence payment of the participant’s account in accordance with the most recent applicable payment instruction unless payment must be suspended due to the Company’s Insolvency as otherwise provided in this Agreement. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Company Trustee shall deliver request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a schedule Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the "Payment Schedule"manner required upon the occurrence of a Change in Control. (c) that indicates Payments made by the amounts payable in respect of each Participant or that provides Trustee from an account established for a formula or other instructions acceptable participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee for determining determines, based upon its review of the records of the Plan, that payment of any additional amounts so payable, from the form participant’s account will result in which such amount is to be paid (as provided for or available the payment of benefits in excess of those required under the Plan). The Trustee shall have no obligation to perform such a review and consider such a determination until after (!) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (2) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (3) the participant (or beneficiary) has had a reasonable time of commencement for payment of such amounts. The Payment Schedule will be updated periodically as necessary, but (not less than annually30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions. (d) 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 payments from the Trust Fund, and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (be) If Distributions pursuant to this Section 2 shall be deemed to have been sufficiently made if they are sent by first class mail to the Company does not make payment participant or deliver stock or securities sufficient to satisfy any distribution obligation under beneficiary at the Plan to a Participant when due, the Participant will be entitled to deliver address last provided to the Trustee a written notice (by the "Participant's Notice") setting forth instructions for Committee, the distribution obligation participant or the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereofbeneficiary. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice any such distribution is returned to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Planunclaimed, the Trustee shall notify the Committee and shall not make the distribution referred any further distributions to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligationspayee until a current address for such payee is determined. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain payee cannot be located within twelve months after the necessary assets for the distribution. (c) If the Company delivers timely written Trustee’s notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution Committee is not due under the Plangiven, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt solicit payment directions from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities)Committee. (f) The entitlement of a Participant to benefits under the Plan Trustee shall be determined held harmless and shall not be liable for its acts with respect to distributions from the Trust Fund if it has acted in good faith in accordance with the terms of the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (g) If at the end of any quarter the principal of the Trust, and any earnings thereon, will not be sufficient to make payments of Plan benefits as if they were then payable in full as determined most recent payment instructions provided by the Trustee or by Committee and the Company, the Company shall within ninety (90) days after the end provisions of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so it will have the capability of distributing to all Participants their benefits valued at the end of such quarter. The Trustee shall exercise its best efforts to notify the Company when the principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the TrustSection 2.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution of this Agreement, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Payment Schedule will be updated periodically as necessary, but not less than annually, by the Company. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. The Trustee shall not be liable to anyone for making distributions in good faith in accordance with the terms of this Section. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent Trustee and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfiedsatisfied and the Company provides the Trustee with written documentation substantiating such fact, the Trustee shall not make the distribution from the Trust upon confirming such factTrust. If the Trustee Company does not, within ten twenty (1020) business days after receipt of such notice from the CompanyParticipant's Notice, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller or Assistant Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller or Assistant Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (fe) The entitlement of a Participant to benefits under the Plan shall be determined in accordance with the terms of the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (gf) If at the end of any quarter the principal of the Trust, and any earnings thereon, will not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by the Trustee or by the Company, the Company shall within ninety (90) days after the end of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so it will have the capability of distributing to all Participants their benefits valued at the end of such quarter. The Trustee shall exercise its best efforts to notify the Company when the principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trust. (g) The Company will be responsible for satisfying all federal, state or local tax reporting obligations that may be required with respect to the payment of benefits, the performance of services to which the benefits relate, and the vesting of benefits pursuant to the terms of the Plan or Trust Agreement. The amount withheld and time at which such taxes are considered to be due and payable shall be determined by the Company. The Company will provide the Trustee with instructions regarding the appropriate amount of withholding and the Trustee will not be liable for damages for withholding in accordance with such instructions. Trustee will pay amounts withheld to Company for remittance by Company to the appropriate taxing authorities. If the Trustee does not receive such instructions, the Trustee is not required to withhold any amount from the payment. If the Trustee is required to make payments pursuant to the terms of this Trust, the Trustee will promptly make a written request to the Company for withholding instructions. If the Company does not give withholding instructions to Trustee within ten business days after receiving this request, then Trustee will withhold and remit to appropriate authorities such withholding taxes as Trustee deems are necessary. The Company, not the Trustee, will be responsible for FICA or FUTA taxes that apply unless the Trustee is advised by its counsel or required by court order to apply these taxes. The Trustee will promptly report any payments and withholdings to the Company. The Company will then be responsible for all reporting obligations to governmental authorities and will hold the Trustee harmless from such reporting obligations and from any withholding decisions made by Trustee under this paragraph. Notwithstanding the foregoing, to the extent that the Participants are not employees of the Company, it is understood that the Trustee shall not withhold any amounts for income tax, FICA or FUTA. The Trustee has no responsibility to advise the Company as to the taxability or deductibility of contributions to or distributions from the Trust, or gains or losses thereon, whether with regard to income, FICA, FUTA, or other taxes, and Company acknowledges that it has not and will not rely on Trustee for such purposes.

Payments to Plan Participants and Their Beneficiaries. (a) Within 60 days following the execution of this Agreement, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") ), that indicates the amounts payable in respect of each Participant (and his or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payableher beneficiaries), the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. (1) Except as otherwise provided herein, the Trustee shall remit an amount to the Company equal to the payment so due, to the extent that sufficient funds are available. The Company shall pay such amounts to the Participant through the Company's payroll system, make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan, and shall pay amounts withheld to the appropriate taxing authorities. (2) Notwithstanding paragraph (1) of this Section 2(a), however, if Trustee agrees to pay Participants directly, the Company will provide the Trustee with the Participants' current elections regarding payment of benefits, and the Trustee shall, based on its records, pay benefits to Participants and make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan, and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (3) Notwithstanding paragraph (1) of this Section 2(a), however, in the event of a Change in Control, Trustee shall make payments directly to the Plan participants and their beneficiaries in accordance with such Payment Schedule will Schedule. In that event, the Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be updated periodically as necessaryrequired to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. Notwithstanding anything to the contrary in this Agreement, the Trustee shall have no responsibility or duty to report or withhold any tax of any kind whatsoever that may be owed by a participant for benefits that have not been actually distributed from the Trust, including but not less than annuallylimited to FICA, by FUTA or SECA taxes that may accrue upon a participant's vesting in a benefit under the CompanyPlan. Further, the Trustee shall have no responsibility or duty to determine whether any payment it makes hereunder constitutes an excess parachute payment subject to excise taxes under the Code. The Company shall be responsible for determining the taxability of any payments made hereunder, including payments made following a Change in Control, and for providing instructions to the Trustee regarding any required income tax withholding, and the Trustee shall be entitled to rely on such instructions to the extent such instructions are reasonable and fair on their face. (b) If the Company does not make payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Trustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee will deliver a copy of the Participant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, within ten (10) business days after receiving a copy of the Participant's Notice, deliver written notice to the Trustee objecting to the payment instructions contained in the Participant's Notice on the grounds that such distribution is not due under the Plan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be such amount of Company stock or other securities or trust assets as the Trustee deems reasonably appropriate to satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or successor securities in satisfaction of the Plan's obligations. If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee may undertake such liquidation or sale as soon as possible in order to obtain the necessary assets for the distribution. (c) If the Company delivers timely written notice to the Trustee objecting to the distribution to the Participant on the grounds that such distribution is not due under the Plan, the Trustee shall deliver a copy of such notice to the Participant within five (5) business days of the Trustee's receipt thereof. The Trustee shall then make the distribution to cover the obligation set forth in the Participant's Notice (unless the Company objects on the grounds that the distribution has already been made or has already been fully satisfied in which event the procedures at the end of this section 2(c) shall apply) within five (5) business days after receipt from the Participant of a written undertaking, in the form attached hereto as Exhibit B, to indemnify and hold harmless the Escrow Agent and the Company from and against all losses or claims which may result from any incorrect distribution which is made to the Participant pursuant to the Participant's Notice. If the Company gives written notice to the Trustee objecting on the grounds that the requested distribution has already been made or has been fully satisfied, the Trustee shall not make the distribution from the Trust upon confirming such fact. If the Trustee does not, within ten (10) business days after receipt of such notice from the Company, confirm that such distribution has been made or has been fully satisfied by the Company, then the Trustee shall make the required distribution to the Participant sufficient to satisfy, as reasonably determined by the Trustee, the obligation described in the Participant's Notice after receiving from the Participant the written undertaking in the form attached as Exhibit B. (d) It is understood that the Plan requires distributions to Participants in the form of the Company's Common Stock or successor securities. The Trustee will value such benefit obligations based on the market value (as defined herein) of the Company's Common Stock (or the successor security) as of the business day preceding the date the Trustee prepares the distribution which will be delivered to the Participant. It is the intention of this Agreement that the Company's obligation to issue stock or securities under the Plan will be satisfied by an equivalent distribution by the Trustee if the Company (or its successor) does not issue the required stock or securities when due to a Participant or Participants. (e) It is understood the Company is required to distribute benefits directly to Participants as they become due under the terms of the Plan. To the extent the Company from time to time makes distributions under the Plan which the Trust is intended to protect, the Trustee shall, upon written request of the Company's Controller, promptly reimburse the Company for any such distribution by returning Trust assets to the Company equal in value to the distribution or equal to the amount of securities that were distributed to Participants. Such reimbursement shall be made within ten (10) days after a written notice is delivered by the Company's Controller to the Trustee setting forth the specific distribution made by the Company, who received the distribution and the date thereof, and the form and amount of assets to be returned to the Company (cash and/or securities). (f) The entitlement of a Participant Plan participant or his or her beneficiaries to benefits under the Plan shall be determined in accordance with the terms of by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (gc) If at Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the end terms of any quarter the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, will are not be sufficient to make payments of Plan benefits as if they were then payable in full as determined by accordance with the Trustee or by terms of the CompanyPlan, the Company shall within ninety (90) days after make the end balance of the quarter deposit additional cash or other assets or securities (which may include Company stock) into the Trust to the extent necessary to keep the Trust fully funded so each such payment as it will have the capability of distributing to all Participants their benefits valued at the end of such quarterfalls due. The Trustee shall exercise its best efforts to notify the Company when the where principal and earnings are not sufficient and of the additional amount that must be deposited to keep the Trust fully funded. The failure of the Trustee to give this notice will not result in any liability to the Trustee and will not excuse the Company from insuring the Trust is fully funded. The Trustee is under no duty to compel contributions to the Trustsufficient.