Common use of PAYMENTS TO TRUST BENEFICIARIES Clause in Contracts

PAYMENTS TO TRUST BENEFICIARIES. (a) The Trustee shall make payments of benefits to Trust Beneficiaries from the assets of the Trust in accordance with the provisions of Schedule B and the other terms of this Agreement, as from time to time in effect. (b) Schedule B as from time to time in effect shall specify the amounts, or the bases for determining the amounts, payable to each Trust Beneficiary under each Benefit Plan. The Company may at any time and from time to time modify or supplement the provisions of Schedule B by delivery of an instrument in writing to the Trustee; provided, however, that following a Change of Control no such modification or supplement shall reduce the benefits payable hereunder to any person then designated as a Trust Beneficiary with respect to a plan or arrangement then specified as a Benefit Plan below the level specified by the terms of such Benefit Plan as in effect immediately prior to the Change of Control, except by reason of the correction of a clear error or unless such Trust Beneficiary consents in writing to such modification or supplement. Nothing in the preceding sentence shall require payment hereunder, following a Change of Control, of benefits that would not be payable (e.g., because of termination for cause) under the express terms of a Benefit Plan in effect immediately prior to the Change of Control. Prior to a Change of Control the name of any Trust Beneficiary and any other benefit information, including the designation of Benefit Plans, may be added to or deleted from Schedule B in the discretion of the Company. (c) Upon receipt of evidence satisfactory to the Trustee that a benefit otherwise payable hereunder has been paid by the Company directly to a Trust Beneficiary, the Trustee shall reimburse the Company for such payment. The Trustee shall not be obligated to make any reimbursement hereunder unless it receives such evidence of payment by the Company at least three (3) business days prior to the scheduled date for payment of the benefit from the Trust.

PAYMENTS TO TRUST BENEFICIARIES. 3.1. Subject to the availability of the assets in the trust and provided the Company is not then "insolvent" (a) The as hereinafter defined), the Trustee shall will make payments of supplemental benefits to Trust Beneficiaries from trust beneficiaries as they fall due in accordance with the plans. If the assets of the Trust in accordance with trust are not sufficient to make all payments of supplemental benefits to trust beneficiaries, the provisions Company will make the balance of Schedule B and the other terms of this Agreement, such payments as they fall due. The Company will from time to time prepare and file with the Trustee a schedule (the "Payment Schedule") setting forth the amount and time of payment of supplemental benefits, and notwithstanding any other provision hereof the Trustee may rely conclusively on the Payment Schedule or Payment Schedules currently on file with it or, if there is a potential change in effect.control of the Company, the Payment Schedule or Payment Schedules on file with it as of the date of the potential change in control. A Payment Schedule will contain the information described in the form of Payment Schedule attached hereto as Exhibit C. (b) Schedule B as from time to time in effect shall specify the amounts, or the bases for determining the amounts, payable to each Trust Beneficiary under each Benefit Plan3.2. The Company may If at any time and from time to time modify or supplement the provisions of Schedule B by delivery of an instrument in writing to the Trustee; provided, however, that following a Change of Control no such modification or supplement shall reduce the benefits payable hereunder to any person then designated as a Trust Beneficiary with respect to a plan or arrangement then specified as a Benefit Plan below the level specified by the terms of such Benefit Plan as change in effect immediately prior to the Change of Control, except by reason of the correction of a clear error or unless such Trust Beneficiary consents in writing to such modification or supplement. Nothing in the preceding sentence shall require payment hereunder, following a Change of Control, of benefits that would not be payable (e.g., because of termination for cause) under the express terms of a Benefit Plan in effect immediately prior to the Change of Control. Prior to a Change of Control the name of any Trust Beneficiary and any other benefit information, including the designation of Benefit Plans, may be added to or deleted from Schedule B in the discretion control of the Company. (c) Upon receipt , the Trustee receives an opinion of evidence satisfactory counsel that amounts held in the trust or contributed thereto, or earnings thereon, would be includible in the income of the trust's beneficiaries before distribution to them from the trust, the Trustee will distribute to such beneficiaries such amounts as, in accordance with calculations consistent with such opinion, are includible in the income of such beneficiaries. For purposes of the preceding sentence, the opinion of counsel will either be rendered by counsel for the Company or, if the Company prior to a change in control has appointed and given notice to the Trustee that a benefit otherwise payable hereunder has been paid of such appointment by the Company directly to a Trust Beneficiary, the Trustee shall reimburse the Company for counsel designated in such paymentnotice. The Trustee shall not be obligated will have no duty to make obtain any reimbursement hereunder unless it receives such evidence of payment by the Company at least three (3) business days prior opinion under this Section 3.3, may rely conclusively on any opinion that is rendered in accordance with this Section 3.3 and will have no duty to inquire as to the scheduled date for payment accuracy of the benefit from opinion or the Trust.amount to be distributed pursuant to the opinion. The Trustee may engage such experts as it may deem appropriate to perform calculations pursuant to the

PAYMENTS TO TRUST BENEFICIARIES. (a) The Trustee shall make payments of benefits to Trust Beneficiaries from the assets of the Trust in accordance with the provisions of Schedule B and the other terms of this Agreement, as from time to time in effect. (b) Schedule B as from time to time in effect shall specify the amounts, or the bases for determining the amounts, payable to each Trust Beneficiary under each Benefit Plan. The Company may at any time and from time to time modify or supplement the provisions of Schedule B by delivery of an instrument in writing to the Trustee; provided, however, that following a Change of Control no such modification or supplement shall reduce the benefits payable hereunder to any person then designated as a Trust Beneficiary with respect to a plan or arrangement then specified as a Benefit Plan below the level specified by the terms of such Benefit Plan as in effect immediately prior to the Change of Control, except by reason of the correction of a clear error or unless such Trust Beneficiary consents in writing to such modification or supplement. Nothing in the preceding sentence shall require payment hereunder, following a Change of Control, of benefits that would not be payable (e.g., because of termination for cause) under the express terms of a Benefit Plan in effect immediately prior to the Change of Control. Prior to a Change of Control the name of any Trust Beneficiary and any other benefit information, including the designation of Benefit Plans, . may be added to or deleted from Schedule B in the discretion of the Company. (c) Upon receipt of evidence satisfactory to the Trustee that a benefit otherwise payable hereunder has been paid by the Company directly to a Trust Beneficiary, the Trustee shall reimburse the Company for such payment. The Trustee shall not be obligated to make any reimbursement hereunder unless it receives such evidence of payment by the Company at least three (3) business days prior to the scheduled date for payment of the benefit from the Trust.

PAYMENTS TO TRUST BENEFICIARIES. (a) The Trustee shall make payments of benefits to Trust Beneficiaries from the assets of the Trust in accordance with the provisions of Schedule B and the other terms of this Agreement, as from time to time in effect. (b) Schedule B as from time to time in effect shall specify the amounts, or the bases for determining the amounts, payable to each Trust Beneficiary under each Benefit Plan. The Company may at any time and from time to time modify or supplement the provisions of Schedule B by delivery of an instrument in writing to the Trustee; provided, however, that following a Change of Control no such modification or supplement shall reduce the benefits payable hereunder to any person then designated as a Trust Beneficiary with respect to a plan or arrangement then specified as a Benefit Plan below the level specified by the terms of such Benefit Plan as in effect immediately prior to the Change of Control, except by reason of the correction of a clear error or unless such Trust Beneficiary consents in writing to such modification or supplement. Nothing in the preceding sentence shall require payment hereunder, following a Change of Control, of benefits that would not be payable (e.g., because of termination for cause) under the express terms of a Benefit Plan in effect immediately prior to the Change of Control. Prior to a Change of Control the name of any Trust Beneficiary and any other benefit information, including the designation of Benefit Plans, Plans may be added to or deleted from Schedule B in the discretion of the Company. (c) Upon receipt of evidence satisfactory to the Trustee that a benefit otherwise payable hereunder has been paid by the Company directly to a Trust Beneficiary, the Trustee shall reimburse the Company for such payment. The Trustee shall not be obligated to make any reimbursement hereunder unless it receives such evidence of payment by the Company at least three (3) business days prior to the scheduled date for payment of the benefit from the Trust.