Common use of PAYMENTS TO TRUST BENEFICIARIES Clause in Contracts

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may direct the Trustee to pay (or to commence to pay) to a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant under the Plan (the "Benefit Amount") as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Plan). In the event, the Trustee is not directed to make payment, pursuant to the previous sentence, the Participating Company shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participant, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are established, the Trustee shall make such payment only from funds allocated to the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation of the Company to the extent not paid from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination by the Committee, the Participating Company agrees that it shall make the balance of such payment. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation to pay any amounts described in Section 6.1(c)(1) of the Plan; all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes required by law to be withheld by Trustee and shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authorities. The Trustee shall inform the Participating Company of the amounts so remitted. (e) Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of any payment hereunder within ten business days after making any payment to a Trust Beneficiary. (f) Following payment of a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee pursuant to the terms of this Trust Agreement or by a Participating Company or by a combination thereof), the Trustee shall, at the direction of the Committee, either (1) transfer ownership of the applicable Policy to the Participating Company, (2) designate a new beneficiary named by the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received with respect to such Policy not used to pay benefits to the Participant shall be retained in trust and allocated in accordance with Section 5.3. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may shall direct the Trustee to pay (or to commence to pay) to a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, benefit payable to such Participant under the Plan (the "Benefit Amount") as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Plan). In the event, the Trustee is not directed to make payment, pursuant to the previous sentence, the Participating Company shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participant, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are established, the Trustee shall make such payment only from funds allocated to the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation of the Company to the extent not paid from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay the Trust Beneficiary the same amount (plus applicable interest from its general assetsfund). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination by the Committee, the Participating Company agrees that it shall make the balance of such payment. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation to pay any amounts described in Section 6.1(c)(1) of the Plan; all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes required by law to be withheld by Trustee. Any taxes that are withheld by Trustee and shall be paid separately to the Company. The Company shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authorities. The Trustee shall inform the Participating Company of the amounts so remitted. (e) Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of any payment hereunder within ten business days after making any payment to a Trust Beneficiary. (f) Following payment of a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee pursuant to the terms of this Trust Agreement or by a Participating Company or by a combination thereof), the Trustee shall, at the direction of the Committee, either (1) transfer ownership of the applicable Policy to the Participating Company, (2) designate a new beneficiary named by the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received with respect to such Policy not used to pay benefits to the Participant shall be retained in trust and allocated in accordance with Section 5.3. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a1) The Committee may direct the Trustee to pay (or to commence to pay) to Attached hereto as Appendix B is a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant under the Plan schedule (the "Benefit AmountPayment Schedule") that indicates the amounts payable as soon as practicable following Payments in respect of each Trust beneficiary, that provides a formula or other instructions acceptable to Trustee for determining the Participant's Payment Eligibility Date (as defined in the Plan). In the eventamounts so payable, the Trustee form in which such amount is not directed to make paymentbe paid, pursuant and the time of Payment. As and to the previous sentenceextent indicated in Appendix A, the Participating Company shall make the appropriate payments RJRN may deliver to Trustee updated Payment Schedules from time to time. Except as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participantotherwise provided herein, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are established, the Trustee shall make such payment only from funds allocated to the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation of the Company to the extent not paid from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited Payments to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary beneficiaries in accordance with the determination by most recently dated Payment Schedule in the Committee, the Participating Company agrees that it shall make the balance possession of such paymentTrustee. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation to pay any amounts described in Section 6.1(c)(1) of the Plan; all such amounts Trustee shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory entitled to rely conclusively upon such Payment Schedule. Based on information provided to Trustee that no withholding is required with respect to by RJRN, RJR or a payment of benefits from the Trustsubsidiary, as appropriate, Trustee shall deduct from any such Benefit Payment make provision for the reporting and withholding of any federal, state or local taxes that may be required by law to be withheld by Trustee with respect to the Payments and shall be responsible for payment and reporting of such pay amounts withheld taxes to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by RJRN, RJR or any of their subsidiaries. Notwithstanding any other provisions, Trustee may deliver to RJRN, RJR or any of its subsidiaries the amount of any federal, state or local tax withholding for payment directly to the taxing authorities. The Trustee shall inform the Participating Company of the amounts so remitted. (e2) RJRN shall make the initial determination of Payments due to Trust beneficiaries; provided, however, following this initial determination, a Trust beneficiary may make application to Trustee shall provide for an independent decision as to the Participating Company and the Committee with written confirmation entitlement of the fact and time of any payment hereunder within ten business days after making any payment Trust beneficiary to a Payment (including, but not limited to the amount, form or timing of such a Payment). In the event of such an application, Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Trust Beneficiarybeneficiary's entitlement to a Payment hereunder. In making its determination, Trustee may consult with and make such inquiries of such persons, including the Trust beneficiary, RJRN, RJR, legal counsel or other experts, as Trustee may reasonably deem necessary. Any reasonable costs incurred by Trustee in arriving at its determination shall be reimbursed by RJRN and, to the extent not paid by RJRN within a reasonable time, shall be charged to the Trust. RJRN waives any right to contest any amount paid over by Trustee hereunder pursuant to a determination made by Trustee, notwithstanding any claim by or on behalf of RJRN or RJR that such Payment should not be made. (f3) Following payment of a Participant's entire benefit under Trustee agrees that it will not itself institute any action at law or at equity, whether in the Plan, including payment nature of an early distribution accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by Trustee under this Section 6.2 of the Plan (whether by the Trustee pursuant to the terms of this Trust Agreement or by a Participating Company or by a combination thereof), the Trustee shall, at the direction of the Committee, either (1) transfer ownership of the applicable Policy to the Participating Company, (2) designate a new beneficiary named by the Committee (which may include the Participating Company), or (3) cash 2 in the applicable Policy place and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received with respect to such Policy not used to pay benefits to the Participant shall be retained in trust and allocated in accordance with Section 5.3stead of Trustee. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may direct 2.1 Provided that the Trustee to pay (or to commence to pay) to a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant under the Plan (the "Benefit Amount") as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Plan). In the event, the Trustee respective Employer Company is not directed to make payment, pursuant to the previous sentence, the Participating Company shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participant, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are establishedInsolvent, the Trustee shall make such payment only from funds allocated time to time, upon the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation direction of the Company make payments of Benefits to the extent not paid each Trust Beneficiary from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay assets of the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination by direction received from the Committee, the Participating Company agrees that it Company. 2.2 The Trustee shall make the balance of such payment. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation continue to pay any amounts described Benefits to the Trust Beneficiaries in accordance with Section 6.1(c)(1) 2.1 until the assets of the Plan; all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes required by law to be withheld by Trustee and shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authoritiesare depleted. The Trustee shall inform the Participating Company of the amounts so remitted. (e) Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of have no duty to determine whether any current payment hereunder within ten business days after making any payment to a Trust Beneficiary. (f) Following payment of a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee pursuant to under the terms of this Trust Agreement or by a Participating Company or by a combination thereof)would deplete the assets of the Trust below the amount necessary to provide adequately for Benefits to be payable in the future, and the Trustee shall make the current payment when due. If, after application of the preceding sentence, amounts in the Trust are not sufficient to provide for full payment of the Benefits to which any Trust Beneficiary is entitled as provided in this Trust Agreement, the Trustee shall, Company (or the Employer Company at the direction of the Committee, either (1Company) transfer ownership shall make the balance of each such payment directly to the Trust Beneficiary as it becomes due. 2.3 The Employer Company or an Affiliate may make payments of Benefits directly to each or any Trust Beneficiary. The Employer Company shall notify the Trustee in writing of its decision to pay Benefits directly at least 10 days prior to the time amounts are due to be paid to a Trust Beneficiary and may be reimbursed from the Trust upon submission of the applicable Policy Company's certification to the Participating Company, Trustee that the payments were properly made (2) designate upon which certification the Trustee may conclusively rely). 2.4 Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue such Trust Beneficiary's rights as a new beneficiary named by general creditor of the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received respective Employer Company with respect to Benefits or otherwise, and the rights of each Trust Beneficiary under the respective Agreement shall in no way be affected or diminished by any provision of this Trust Agreement or action taken pursuant to this Trust Agreement, except that any payment actually received by any Trust Beneficiary shall reduce dollar-per-dollar amounts otherwise due to such Policy not used Trust Beneficiary pursuant to pay benefits such Agreement. The Company shall be solely responsible for determining any amounts due to Trust Beneficiaries under their respective Agreements, and the Trustee may conclusively rely on any such determinations made by the Company. 2.5 The Company shall have the sole responsibility for all tax withholding filings and reports. The Trustee shall withhold such amounts from distributions as the Company directs and shall follow the instructions of the Company with respect to remission of such withheld amounts to the Participant shall be retained in trust and allocated in accordance with Section 5.3appropriate governmental authorities. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may direct 2.1 Provided that the Trustee to pay (or to commence to pay) to a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant under the Plan (the "Benefit Amount") as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Plan). In the event, the Trustee respective Employer Company is not directed to make payment, pursuant to the previous sentence, the Participating Company shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participant, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are establishedInsolvent, the Trustee shall make such payment only from funds allocated time to time, upon the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation direction of the Company make payments of Benefits to the extent not paid each Trust Beneficiary from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay assets of the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination by direction received from the Committee, the Participating Company agrees that it Company. 2.2 The Trustee shall make the balance of such payment. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation continue to pay any amounts described Benefits to the Trust Beneficiaries in accordance with Section 6.1(c)(1) 2.1 until the assets of the Plan; all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes required by law to be withheld by Trustee and shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authoritiesare depleted. The Trustee shall inform the Participating Company of the amounts so remitted. (e) Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of have no duty to determine whether any current payment hereunder within ten business days after making any payment to a Trust Beneficiary. (f) Following payment of a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee pursuant to under the terms of this Trust Agreement or by a Participating Company or by a combination thereof)would deplete the assets of the Trust below the amount necessary to provide adequately for Benefits to be payable in the future, and the Trustee shall make the current payment when due. If, after application of the preceding sentence, amounts in the Trust are not sufficient to provide for full payment of the Benefits to which any Trust Beneficiary is entitled as provided in this Trust Agreement, the Trustee shall, Company (or the Employer Company at the direction of the Committee, either (1Company) transfer ownership shall make the balance of each such payment directly to the Trust Beneficiary as it becomes due. 2.3 The Employer Company or an Affiliate may make payments of Benefits directly to each or any Trust Beneficiary. The Employer Company shall notify the Trustee in writing of its decision to pay Benefits directly at least 10 days prior to the time amounts are due to be paid to a Trust Beneficiary and may be reimbursed from the Trust upon submission of the applicable Policy Company’s certification to the Participating Company, Trustee that the payments were properly made (2) designate upon which certification the Trustee may conclusively rely). 2.4 Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue such Trust Beneficiary's rights as a new beneficiary named by general creditor of the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received respective Employer Company with respect to Benefits or otherwise, and the rights of each Trust Beneficiary under the respective Agreement shall in no way be affected or diminished by any provision of this Trust Agreement or action taken pursuant to this Trust Agreement, except that any payment actually received by any Trust Beneficiary shall reduce dollar‑per‑dollar amounts otherwise due to such Policy not used Trust Beneficiary pursuant to pay benefits such Agreement. The Company shall be solely responsible for determining any amounts due to Trust Beneficiaries under their respective Agreements, and the Trustee may conclusively rely on any such determinations made by the Company. 2.5 The Company shall have the sole responsibility for all tax withholding filings and reports. The Trustee shall withhold such amounts from distributions as the Company directs and shall follow the instructions of the Company with respect to remission of such withheld amounts to the Participant shall be retained in trust and allocated in accordance with Section 5.3appropriate governmental authorities. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may direct Subject to Section 3 hereof, the Trustee shall distribute the Plan benefits in accordance with the Plan as directed by the Committee, as hereinafter set forth, if and to pay the extent that Shares are available for such distribution. Alternatively, if directed by the Company, the Trustee shall return distributable Voting Shares (or to commence to payof the applicable series) to the Company for prompt distribution as Plan benefits in accordance with the Plan. Subject to the provisions of Section 3, a Participant (orTrust Beneficiary shall be entitled to a distribution from the Trust in accordance with the preceding sentence and the terms of the Plan, in provided that the case obligation of the Participant's death, to Employer and the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant Company under the Plan has not been satisfied otherwise. The Committee will instruct the Trustee as to the eligibility of any Trust Beneficiary for such distribution, the correct amount of each distribution and when to make the distribution to the Trust Beneficiary (or return such amounts to the "Benefit Amount") Company for distribution as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Planprovided above). In The Committee or its designee shall keep accurate records with respect to the eventbenefits payable from the Trust and the Trustee may rely upon such records without a duty of further inquiry in performing its duties under this Trust Agreement. To the extent benefits have been paid from the Trust hereunder, the Trustee is not directed Company shall be relieved of its obligation to make payment, pursuant pay such benefits. To the extent benefits are returned to the previous sentenceCompany from the Trust, the Participating Company Trust shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly be relieved of its obligations to the Participant, the Participating Company may request that the Trustee reimburse it for pay such payments from the Participating Company Trust. If Subtrusts are established, the Trustee shall make such payment only from funds allocated to the Participant's Subtrust plus the General Fund, if anybenefits. (b) The Committee If at any time the number of Shares held in the Trust is not sufficient to make any directed distribution of benefits, in accordance with the Plan, to any Trust Beneficiary then entitled to a distribution, the Trustee shall have full authority distribute the balance of the Shares (and responsibility any other assets) held in the Trust (or return them to determine the correct Company for distribution as provided above) to or on behalf of all the Trust Beneficiaries then entitled to distributions in the following manner: the benefits to be distributed to any Trust Beneficiary shall be equal to the balance of Trust assets multiplied by a fraction the numerator of which is the amount of benefits such Trust Beneficiary is entitled to distribution of at that time and the denominator of which is the amount of payment benefits all Trust Beneficiaries are entitled to distribution of at that time (the foregoing calculations to be made on an Employee Group-by-Employee Group basis, for example, assets held in Trust 1 shall be available for distribution only to members of the Benefit AmountALPA Employee Group). In making such determination, the Committee shall be governed by the terms No provision of the Plan and this Trust AgreementAgreement shall relieve the Company of its liabilities to pay benefits except to the extent that the same have been paid from the Trust hereunder. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation of the Company to the extent not paid from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination by the Committee, the Participating Company agrees that it The Trustee shall make the balance provision for withholding of such payment. Notwithstanding the foregoing, neither the Trustee, the Company nor any Participating Company shall have any obligation to pay any amounts described in Section 6.1(c)(1) of the Plan; all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes that may be required by law to be withheld by Trustee and shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authorities. The Trustee shall inform the Participating Company in accordance with Section 6.5 of the amounts so remittedPlan. (ed) The Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of any payment commencement of payments directly to a Trust Beneficiary hereunder within ten 30 business days after making any payment payments commence to a Trust Beneficiary. (f) Following payment . The Company shall notify Trustee in the same manner of any payments an Employer commences to make to a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee Trust Beneficiary pursuant to the terms of this Trust Agreement or by a Participating Company or by a combination thereof), the Trustee shall, at the direction of the Committee, either (1) transfer ownership of the applicable Policy to the Participating Company, (2) designate a new beneficiary named by the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received with respect to such Policy not used to pay benefits to the Participant shall be retained in trust and allocated in accordance with Section 5.3Plan. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Committee may direct 2.1 Provided that the Trustee to pay (or to commence to pay) to a Participant (or, in the case of the Participant's death, to the Participant's Beneficiary) the benefit, excluding amounts described in Section 6.1(c)(1) of the Plan, payable to such Participant under the Plan (the "Benefit Amount") as soon as practicable following the Participant's Payment Eligibility Date (as defined in the Plan). In the event, the Trustee respective Employer Company is not directed to make payment, pursuant to the previous sentence, the Participating Company shall make the appropriate payments as soon as practicable following the Participant's Payment Date. If the Participating Company makes payments directly to the Participant, the Participating Company may request that the Trustee reimburse it for such payments from the Participating Company Trust. If Subtrusts are establishedInsolvent, the Trustee shall make such payment only from funds allocated time to time, upon the Participant's Subtrust plus the General Fund, if any. (b) The Committee shall have full authority and responsibility to determine the correct time and amount of payment of the Benefit Amount. In making such determination, the Committee shall be governed by the terms of the Plan and this Trust Agreement. (c) Any obligation to a Trust Beneficiary under this Trust Agreement is also an obligation direction of the Company make payments of Benefits to the extent not paid each Trust Beneficiary from the Trust. Accordingly, to the extent payments to a Trust Beneficiary are discontinued pursuant to Section 4.2, the Participating Company shall be obligated to pay assets of the Trust Beneficiary the same amount (plus applicable interest from its general assets). If the amount credited to the Trust (or a Subtrust if applicable) is not sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in accordance with the determination direction received from the Company. 2.2 The Trustee shall continue to pay Benefits to the Trust Beneficiaries in accordance with Section 2.1 until the assets of the Trust are depleted. The Trustee shall have no duty to determine whether any current payment by the CommitteeTrustee under the terms of this Agreement would deplete the assets of the Trust below the amount necessary to provide adequately for Benefits to be payable in the future, and the Trustee shall make the current payment when due. If, after application of the preceding sentence, amounts in the Trust are not sufficient to provide for full payment of the Benefits to which any Trust Beneficiary is entitled as provided in this Agreement, the Participating Company agrees that it (or the Employer Company at the direction of the Company) shall make the balance of each such paymentpayment directly to the Trust Beneficiary as it becomes due. 2.3 The Employer Company or an Affiliate may make payments of Benefits directly to each or any Trust Beneficiary. Notwithstanding The Employer Company shall notify the foregoingTrustee in writing of its decision to pay Benefits directly at least 10 days prior to the time amounts are due to be paid to a Trust Beneficiary and may be reimbursed from the Trust upon submission of the Company's certification to the Trustee that the payments were properly made (upon which certification the Trustee may conclusively rely). 2.4 Nothing in this Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue such Trust Beneficiary's rights as a general creditor of the respective Employer Company with respect to Benefits or otherwise, neither and the Trusteerights of each Trust Beneficiary under the respective Plan shall in no way be affected or diminished by any provision of this Agreement or action taken pursuant to this Agreement, except that any payment actually received by any Trust Beneficiary shall reduce dollar‑per‑dollar amounts otherwise due to such Trust Beneficiary pursuant to such Plan. The Company shall be solely responsible for determining any amounts due to Trust Beneficiaries under the Company nor applicable Plan, and the Trustee may conclusively rely on any Participating such determinations made by the Company. 2.5 The Company shall have any obligation to pay any amounts described in Section 6.1(c)(1) of the Plan; sole responsibility for all such amounts shall be payable solely from the proceeds of the Policy, if any. (d) Unless a Trust Beneficiary furnishes documentation in form tax withholding filings and substance satisfactory to Trustee that no withholding is required with respect to a payment of benefits from the Trust, Trustee shall deduct from any such Benefit Payment any federal, state or local taxes required by law to be withheld by Trustee and shall be responsible for payment and reporting of such withheld taxes to the appropriate taxing authoritiesreports. The Trustee shall inform withhold such amounts from distributions as the Participating Company directs and shall follow the instructions of the amounts so remitted. (e) Trustee shall provide the Participating Company and the Committee with written confirmation of the fact and time of any payment hereunder within ten business days after making any payment to a Trust Beneficiary. (f) Following payment of a Participant's entire benefit under the Plan, including payment of an early distribution under Section 6.2 of the Plan (whether by the Trustee pursuant to the terms of this Trust Agreement or by a Participating Company or by a combination thereof), the Trustee shall, at the direction of the Committee, either (1) transfer ownership of the applicable Policy to the Participating Company, (2) designate a new beneficiary named by the Committee (which may include the Participating Company), or (3) cash in the applicable Policy and retain such amounts in the Trust to be allocated in accordance with Section 5.3. In addition, any cash previously received with respect to remission of such Policy not used to pay benefits withheld amounts to the Participant shall be retained in trust and allocated in accordance with Section 5.3appropriate governmental authorities. (g) In the event a forfeiture occurs as a result of Section 6.3 of the Plan, such forfeited amount shall be paid to the Participating Company.