Common use of Payments to Plan Participants Clause in Contracts

Payments to Plan Participants. (a) Pending the Company's funding of the Trust, the Company shall pay all benefits to the Plans participants as they become due under the Plans. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company shall notify the Trustee of its decision to make payment directly prior to the time payment is due. In addition, if at any time the Trust Assets are not sufficient to make payment in accordance with the terms of the Plans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company and affected participants in the Plan if Trust Assets are not sufficient to make a scheduled payment. (b) After the Company funds the Trust, in advance of the time that any amounts are payable under the Plans, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates with respect to each Participant (i) the amounts payable or provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paid, and (iii) the time of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction of the Company, the Trustee shall make payments in accordance with such Payment Schedule. It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plans and the Trust, including without limitation income taxes payable on the Trust's income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant to the 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 the case may be, 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. (c) The entitlement of a Plan participant or beneficiary thereof to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

Payments to Plan Participants. (ai) Pending The Committee shall deliver to Trustee a schedule (the "Payment Schedule") that indicates (x) the amounts payable in respect of each Plan participant or provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, (y) the form in which such amount is to be paid (as provided for or available under the Plan) and (z) the time of commencement for payment of such amounts. The Payment Schedule shall reflect the aggregate severance benefits payable to each participant in excess of the severance benefits payable to such participant pursuant to the Old Trust; provided, however, that Plan participants shall have no right to payment from the trust with respect to severance benefits payable pursuant to the Old Trust. Except as otherwise provided herein, Trustee shall make payments to the Plan participants 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, social security numbers and the amount and form of benefit benefits of each Plan participant in the Plan; (B) a schedule of the estimated yearly cash payments under the Plan; and (C) any other information regarding the Plan which the Trustee may reasonably request. (b) The Trustee shall not have the responsibility for determining whether factual circumstances have occurred that entitle a participant to receive benefits under the terms of the Plan but shall instead rely on notice and direction from the Committee or the Fiduciary that such factual circumstances have occurred. The Fiduciary shall be responsible, where the Plans may contain such conditions, for notifying the Trustee whether a change in control of the Company has occurred, whether the Company has curtailed all substantial business activities or, if the Committee so requests of the Fiduciary, whether the Company has otherwise attained or failed to attain any other status as may be contemplated under the Plan. The Committee shall be responsible for notifying the Trustee of all factual circumstances not within the Fiduciary's responsibilities described above, such as whether a participant has remained in employment for the requisite period of time required in any retention agreement or has terminated employment as may be required in any other Plan agreement. If either the Fiduciary or the Committee fails to discharge its responsibilities as specified above within 30 days of a request by the other party that it do so, the party not initially responsible may undertake the other party's responsibilities, and the Trustee shall be entitled to rely and act upon such undertaking. (i) To the extent that amounts are paid under this Section 2 by the Trustee directly to any Plan participant, such amounts shall be reduced by the Trustee in an amount equal to the income and employment tax withholding required by law with respect to such participant, as determined by the Committee and promptly communicated to the Trustee. The Trustee shall inform each Plan participant to whom a payment is made of the amount withheld from the payment and the purpose of withholding such amount. Such withheld amounts shall be paid by the Trustee to the Company's funding , 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 Committee has properly determined and the Company has properly reported and/or withheld the appropriate taxes, the Trustee may rely on a written certification, under penalties of perjury, signed by a member of the TrustCommittee. (ii) To the extent that amounts are paid under this Section 2 by the Trustee directly to any Plan participant and the Committee 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 determine, in its sole discretion, the appropriate amount of income and employment tax withholding required by law with respect to the payment to such participant, and shall reduce any payments by the amount of tax withholding required. The Trustee shall inform the Company and each Plan participant to whom payment is made of the amount withheld from the payment and the purpose of withholding such amount. The amount withheld by the Trustee shall be paid by the Trustee to the Company and the Company shall remit such withheld amounts to, and shall file the appropriate withholding reports with, the appropriate governmental agencies. Provided that the Trustee has withheld the amounts directed by the Committee or, in the absence of such direction from the Committee, used its best efforts to determine applicable withholding under this Section, it shall have no liability for failure to withhold amounts sufficient to meet applicable requirements, and shall be held harmless by the Company against such liability. (iii) Unless otherwise agreed to by the Trustee, the Company shall pay be responsible for all tax information reporting with respect to payments made to Plan participants hereunder. (i) The entitlement of a Plan participant to benefits under the Plan shall be determined by the Committee or the Fiduciary, or both, as the case may be, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (ii) The Trustee shall have no authority over and no responsibility for the disposition of claims for benefits under the Plan and, in the absence of an order to the Plans contrary of a court of competent jurisdiction, may rely conclusively on the most recent Payment Schedule furnished to it by the Committee in making or refraining from making payments from the Trust to individuals who are or purport to be Plan participants. The Trustee shall not make payments hereunder to any person until it receives instructions from the Committee or fiduciary in a form reasonably satisfactory to the Trustee. (i) The Company may make payment of benefits directly to Plan participants as they become due under the Plansterms of the Plan. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company The Committee shall notify the Trustee of its the Company's decision to make payment of benefits directly prior to the time payment is dueamounts are payable to participants. In addition, if at the principal of the Trust, and any time the Trust Assets earnings thereon, are not sufficient to make payment payments of benefits in accordance with the terms of the PlansPlan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and affected participants in the Plan if Trust Assets earnings are not sufficient to make a scheduled paymentsufficient. (b) After the Company funds the Trust, in advance of the time that any amounts are payable under the Plans, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates with respect to each Participant (i) the amounts payable or provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (ii) The Trustee shall have no liability or responsibility for duplicate payments made prior to its receipt from the form in which such amount is to be paid, and (iii) the time Committee of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction notice of the Company, the Trustee shall 's intention to make payments in accordance with such Payment Schedule. It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plans and the Trust, including without limitation income taxes payable on the Trust's income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant to the 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 the case may be, 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 obligationspayment. (c) The entitlement of a Plan participant or beneficiary thereof to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

Payments to Plan Participants. (ai) Pending The Committee shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan) and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants 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, social security numbers and the amount and form of benefit benefits of each Plan participant in the Plan; (B) a schedule of the estimated yearly cash payments under the Plan; and (C) any other information regarding the Plan which the Trustee may reasonably request. (b) The Trustee shall not have the responsibility for determining whether factual circumstances have occurred that entitle a participant to receive benefits under the terms of the Plan but shall instead rely on notice and direction from the Committee or the Fiduciary that such factual circumstances have occurred. The Fiduciary shall be responsible, where the Plans may contain such conditions, for notifying the Trustee whether a change in control of the Company has occurred, whether the Company has curtailed all substantial business activities or, if the Committee so requests of the Fiduciary, whether the Company has otherwise attained or failed to attain any other status as may be contemplated under the Plan. The Committee shall be responsible for notifying the Trustee of all factual circumstances not within the Fiduciary's responsibilities described above, such as whether a participant has remained in employment for the requisite period of time required in any retention agreement or has terminated employment as may be required in any other Plan agreement. If either the Fiduciary or the Committee fails to discharge its responsibilities as specified above within 30 days of a request by the other party that it do so, the party not initially responsible may undertake the other party's responsibilities, and the Trustee shall be entitled to rely and act upon such undertaking. (i) To the extent that amounts are paid under this Section 2 by the Trustee directly to any Plan participant, such amounts shall be reduced by the Trustee in an amount equal to the income and employment tax withholding required by law with respect to such participant, as determined by the Committee and promptly communicated to the Trustee. The Trustee shall inform each Plan participant to whom a payment is made of the amount withheld from the payment and the purpose of withholding such amount. Such withheld amounts shall be paid by the Trustee to the Company's funding , 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 Committee has properly determined and the Company has properly reported and/or withheld the appropriate taxes, the Trustee may rely on a written certification, under penalties of perjury, signed by a member of the TrustCommittee. (ii) To the extent that amounts are paid under this Section 2 by the Trustee directly to any Plan participant and the Committee 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 determine, in its sole discretion, the appropriate amount of income and employment tax withholding required by law with respect to the payment to such participant, and shall reduce any payments by the amount of tax withholding required. The Trustee shall inform the Company and each Plan participant to whom payment is made of the amount withheld from the payment and the purpose of withholding such amount. The amount withheld by the Trustee shall be paid by the Trustee to the Company and the Company shall remit such withheld amounts to, and shall file the appropriate withholding reports with, the appropriate governmental agencies. Provided that the Trustee has withheld the amounts directed by the Committee or, in the absence of such direction from the Committee, used its best efforts to determine applicable withholding under this Section, it shall have no liability for failure to withhold amounts sufficient to meet applicable requirements, and shall be held harmless by the Company against such liability. (iii) Unless otherwise agreed to by the Trustee, the Company shall pay be responsible for all tax information reporting with respect to payments made to Plan participants hereunder. (i) The entitlement of a Plan participant to benefits under the Plan shall be determined by the Committee or the Fiduciary, or both, as the case may be, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (ii) The Trustee shall have no authority over and no responsibility for the disposition of claims for benefits under the Plan and, in the absence of an order to the Plans contrary of a court of competent jurisdiction, may rely conclusively on the most recent Payment Schedule furnished to it by the Committee in making or refraining from making payments from the Trust to individuals who are or purport to be Plan participants. The Trustee shall not make payments hereunder to any person until it receives instructions from the Committee or fiduciary in a form reasonably satisfactory to the Trustee. (i) The Company may make payment of benefits directly to Plan participants as they become due under the Plansterms of the Plan. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company The Committee shall notify the Trustee of its the Company's decision to make payment of benefits directly prior to the time payment is dueamounts are payable to participants. In addition, if at the principal of the Trust, and any time the Trust Assets earnings thereon, are not sufficient to make payment payments of benefits in accordance with the terms of the PlansPlan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and affected participants in the Plan if Trust Assets earnings are not sufficient to make a scheduled paymentsufficient. (b) After the Company funds the Trust, in advance of the time that any amounts are payable under the Plans, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates with respect to each Participant (i) the amounts payable or provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (ii) The Trustee shall have no liability or responsibility for duplicate payments made prior to its receipt from the form in which such amount is to be paid, and (iii) the time Committee of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction notice of the Company, the Trustee shall 's intention to make payments in accordance with such Payment Schedule. It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plans and the Trust, including without limitation income taxes payable on the Trust's income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant to the 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 the case may be, 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 obligationspayment. (c) The entitlement of a Plan participant or beneficiary thereof to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

Payments to Plan Participants. (a) Pending the Company's funding of the Trust, the Company shall pay all benefits to the Plans Plan participants as they become due under the PlansPlan. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company shall notify the Trustee of its decision to make payment directly prior to the time payment is due. In addition, if at any time the Trust Assets are not sufficient to make payment in accordance with the terms of the PlansPlan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company and affected participants in the Plan if Trust Assets are not sufficient to make a scheduled payment. (b) After the Company funds the Trust, in advance of the time that any amounts are payable under the PlansPlan, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates with respect to each Participant (i) the amounts payable or provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paid, and (iii) the time of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction of the Company, the Trustee shall make payments in accordance with such Payment Schedule. It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plans Plan and the Trust, including without limitation income taxes payable on the Trust's income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant to the PlansPlan, and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligation shall be a responsibility allocated to the Company, as the case may be, hereunder. To the extent the 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. (c) The entitlement of a Plan participant or beneficiary thereof to benefits under the Plans Plan shall be determined by the Company or such party as it shall designate under the PlansPlan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the PlansPlan.

Payments to Plan Participants. 4.1 After the Trust Fund is funded pursuant to Section 2.2 and/or the second sentence of Section 2.1 hereof, the Trustee shall from time to time, in accordance with the Payment Schedules then in effect (a) Pending and, in the Company's event of funding pursuant to the second sentence of Section 2.1 hereof, written instructions of the TrustCorporation given prior to any Change in Control), make distributions or payments out of the Trust Fund, in cash or in property, to such persons, in such manner and in such amounts as are set forth in the most recent Payment Schedule provided to the Trustee under Section 4.2 hereof (or such written instructions), but only to the extent that there are sufficient assets in the Trust Fund to make such distributions or payments. 4.2 Concurrently with each delivery of the Corporation's contributions pursuant to Section 2.3 hereof (and as soon as possible, but not later than 30 days, after delivery of the Corporation's contribution pursuant to Section 2.2 hereof), the Company Administrator shall deliver to the Trustee a schedule (the "Payment Sched- ule") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), the form in which such amounts are to be paid and the time for payment of such amounts. Concurrently, the Administrator shall also deliver a copy of such Payment Schedule to the Corporation and shall deliver a copy of the portion thereof relating to each respective Participant to such Participant. Additionally, whenever a Participant's death, a Participant's revision of his or her Participant Designations or other circumstances require a change in the portion of the Payment Schedule respecting such Participant, the Corporation and the affected Participant shall each have the right to notify the Administrator of such circumstances. Upon receiving such notice from either the Corporation or such Participant, the Administrator shall within ten (10) days deliver to the Trustee, the Corporation and such Participant, an appropriately revised Payment Schedule. Upon the receipt of such revised Payment Schedule, except as otherwise provided in Article V hereof, the Trustee shall make payments to the Participants and their beneficiaries in accordance with the Payment Schedule (or relevant portion thereof) most recently received, provided, however, that any revised Payment Schedule delivered to the Trustee shall not be effective until ten (10) days after such Payment Schedule has been received by the Trustee. The Trustee may rely on any Payment Schedule or withholding instructions delivered to Trustee by the Administrator. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that the Administrator instructs the Trustee in writing to withhold from any distribution or payment to a Participant or beneficiary hereunder, and shall pay all benefits amounts so withheld to the appropriate taxing authorities. 4.3 In the event that a Participant (or a beneficiary in the event of a Participant's death) or the Corporation reasonably believes that the most recent Payment Schedule does not properly reflect the amount payable to such Participant or beneficiary (or the time or form of payment), such Participant (or beneficiary) or the Corporation shall be entitled to deliver to the Administrator a written notice of any objections to the Payment Schedule (the "Notice of Objections") within ten (10) business days of receipt thereof; provided, however, that the objector shall also deliver (within the same time period) a copy of such Notice of Objections (i) to the Trustee and (ii) if the objector is the Participant, to the Corporation, or, if the objector is the Corpora- tion, to the Participant. Any Notice of Objections shall set forth payment instructions including the amounts believed to be due under the terms of the Plans participants and Participant Designations. If such Participant or beneficiary (but not the Corporation) delivers a Notice of Objections to the Administrator pursuant to the first sentence of this Section 4.3 (together with satisfactory proof of delivery of said Notice of Objections to the Corporation) and the Corporation does not deliver to the Administrator and the Trustee a responsive Notice of Objections to the Participant's Notice of Objections within ten (10) business days after receipt by the Administrator of the Participant's Notice of Objections and the Participant after consultation with the Administrator does not rescind its Notice of Objections within said ten (10) business day period, the Administrator shall certify to the Trustee and the Corporation the payment instructions with respect to such Participant's Benefits as set forth in the Participant's Notice of Objections and the Trustee shall make payment in accordance therewith, to the extent that there are sufficient assets in the Trust Fund to make such payments. Except as otherwise provided herein, if the Corporation either delivers an initial Notice of Objections to the Administrator pursuant to the first sentence of this Section 4.3 or delivers a responsive Notice of Objections during the ten (10) business days referred to in the immediately preceding sentence, the Trustee shall initially make payments to such Participant in accordance with the Corporation's Notice of Objections (to the extent that there are sufficient assets in the Trust Fund to make such payments), which payments shall be on account of Benefits finally determined under the respective Plans and Participant Designations in accordance with Article XIV hereof. In the event that the Administrator reasonably determines that any Notice of Objection submitted by the Corporation has not been made in good faith, the Administrator shall promptly, but no later than ten (10) days after receipt of said Notice of Objection, inform the affected Participant or Participants, the Corporation and the Trustee of this determination, and the Trustee shall make payments to each affected Participant in accordance with the provisions of this Section as if the Corporation's Notice of Objection had not been filed, subject to final determination of Benefits in accordance with Article XIV hereof. 4.4 Nothing in this Agreement shall relieve the Corporation of its obligation to pay the Benefits as and when due under the Plans. The Corporation may make payment of Benefits directly to Participants or their beneficiaries as they become due under the terms of the Plans. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company The Corporation shall notify the Trustee and the Administrator of its decision to make payment of Benefits directly by delivering a revised Payment Schedule to the Trustee and the Administrator at least ten (10) days prior to the time payment is dueamounts are payable to Participants or their beneficiaries. In addition, if at the principal of the Trust, and any time the Trust Assets earnings thereon, are not sufficient to make payment payments of Benefits in accordance with the terms of the Plans, the Company Corporation shall make the balance of each such payment as it falls due. The Trustee shall notify the Company Corporation when principal and affected participants earnings are not sufficient, and shall only make payments or distributions to the extent that there are sufficient assets in the Plan if Trust Assets are not sufficient Fund. Distributions made from the Trust Fund to make a scheduled payment. Participants (bor their beneficiaries) After shall, to the Company funds extent of such distributions, satisfy the Trust, in advance of the time that any amounts are payable Corporation's obligation to pay Benefits to such Participants (or their beneficiaries) under the Plans, . 4.5 In the Company shall deliver to the Trustee a schedule (the "Payment Schedule") event that indicates with respect to each Participant either (i) the amounts payable Corporation or provides the Administrator delivers a formula or other instructions acceptable written notice to the Trustee that there has been a final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for determining the amounts so payableappeal or protest of which has expired, or (ii) the form in which Administrator, having received written requests for such amount is action from three or more Participants (or their beneficiaries), makes a written request to be paid, and (iii) the time of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction of the Company, the Trustee shall make payments in accordance with such Payment Schedule. It is the intent of the Company and the Trustee that the Company shall Trustee obtain an opinion of tax counsel and the Trustee receives a substantially unqualified opinion of tax counsel selected by the Trustee, (the reasonable fees and disbursements of such tax counsel to be responsible for determining and effecting all federalpaid by the Corporation or, state and local tax aspects if not promptly paid by the Corporation, to be paid by the Trustee with assets of the Plans and the TrustTrust Fund) which determination determines, including without limitation or which opinion opines, that any Participant (or beneficiary) is subject to Federal income taxes payable taxation on the Trust's income, if any, any required withholding of income or other payroll taxes amounts held in connection with the payment of benefits from the Trust pursuant hereunder prior 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 distribution to the CompanyParticipant (or beneficiary) of such amounts, as the case may be, hereunder. To the extent the Trustee is required shall, on receipt by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligationopinion or notice of such determination, shall direct pay to such Participant (or beneficiary) the Trustee with respect portion of the Trust Fund allocable to the performance Benefits of such obligations and shall provide Participant (or beneficiary), and, to the Trustee with all information required by extent of such payment, the Trustee Corporation's obligation to meet such obligations. the Participant (cor beneficiary) The entitlement of a Plan participant for his or beneficiary thereof to benefits her Benefits under the Plans shall be determined cancelled. The Trustee shall be advised in writing by the Company Administrator as to the amount(s) to be allocated and paid to each such Participant (or beneficiary), the time(s) of the payment of such party as it shall designate under the Plansamount(s), and any claim for such benefits the valuation date(s) to be used in determining the assets then remaining in the Trust Fund, which amount(s), time(s) and date(s) shall be considered and reviewed under the procedures set out determined in the Plansdiscretion and good faith of the Administrator, in order to provide as prompt a distribution of such Participant's (or beneficiary's) total Benefits as is practicable. The Corporation and the Trustee shall co-operate fully and promptly with the Administrator to provide the information needed for the Administrator's determinations (and which in the case of the Trustee, is in the Trustee's possession). The aggregate amount paid to each such Participant (or beneficiary) shall be the lesser of (i) the present value of the Benefits of such Participant (or beneficiary) which then remain unpaid or (ii) such Participant's (or beneficiary's) pro-rata portion of the assets of the Trust Fund then remaining, based on the ratio of the present value of the Participant's (or beneficiary's) Benefits which then remain unpaid to the present value of all such unpaid Benefits. Such present values shall be determined in accordance with Section 2.4 hereof. Notwithstanding anything else contained herein to the contrary, Trustee shall have no duty or obligation to make any determinations as to whether amounts held in the Trust are taxable to any Participant (or beneficiary) other than requesting an opinion of tax counsel pursuant to the terms of this Section 4.5.

Payments to Plan Participants. 2.1 The Bank shall designate an Administrator (a"Administrator") Pending the Company's funding of the Trust, the Company shall pay all benefits to the Plans participants as they become due under the Plans. After the Trust is funded, the Company may continue to make payment directly. In such case, the Company shall notify the Trustee of its decision to make payment directly prior to the time payment is due. In addition, if at any time the Trust Assets are not sufficient to make payment in accordance with the terms of Plan and the Plans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company and affected participants in the Plan if Trust Assets are not sufficient to make a scheduled payment. (b) After the Company funds the Trust, in advance of the time that any amounts are payable under the Plans, the Company Administrator shall deliver to the Trustee Trustee, at least annually, a schedule ("the "Payment Schedule") that indicates with respect to each Participant (i) the amounts payable or in respect of each Plan Participant who has ceased to be an employee of the Bank and each surviving spouse, that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paidpaid (as provided for or available under the Plan), and (iii) the time of commencement and duration for payment of such amounts. Except as otherwise provided herein, upon direction of the Company, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule. It is The Trustee shall make provisions for the intent reporting and withholding of the Company and the Trustee that the Company shall be responsible for determining and effecting all any federal, state and or local tax aspects of the Plans and the Trust, including without limitation income taxes payable on the Trust's income, if any, any that may be required withholding of income or other payroll taxes in connection to be withheld with respect to the payment of benefits from the Trust pursuant to the Plans, terms of the Plan and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to shall pay or withhold such taxes or to file such reports, such obligation shall be a responsibility allocated amounts withheld to the Companyappropriate taxing authorities or determine that such amounts have been reported, as withheld and paid by the case may be, hereunderBank. 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 The Administrator shall provide the Trustee with all information required by necessary to make such tax withholding provisions and the Trustee shall be entitled to meet rely on such obligationsinformation. The Bank shall be responsible for the remittance to the appropriate tax authorities of its share of any applicable employment taxes, as distinguished from those employment taxes required to be withheld from the benefits due Plan Participants and their beneficiaries. (c) 2.2 The entitlement of a Plan participant Participant or his or her beneficiary thereof to benefits under the Plans Plan shall be determined by the Company or such party Bank and/or the Administrator as it shall designate under provided for in the Plans, Plan and any claim for such benefits shall be considered and reviewed by the Administrator under the procedures set out in the PlansPlan. 2.3 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, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Bank shall make the balance of each such payment as it falls due. Trustee shall notify the Bank where principal and earnings are not sufficient to cover payments required by the Payment Schedule under paragraph 2.1 hereof.