Common use of Rabbi Trusts Clause in Contracts

Rabbi Trusts. Effective as of the Effective Time, UpstreamCo shall, or shall cause another member of the UpstreamCo Group to, adopt the UpstreamCo Rabbi Trust, the terms of which shall be substantially similar to those of the trust governed by the Amendment and Restatement of Trust Agreement made as of September 24, 2007 by and between Parent and Mellon Bank, N.A. and to which Xxxxx Fargo Bank N.A. became successor Trustee as of May 1, 2010 (the “Parent Rabbi Trust”). In connection with (a) the establishment by UpstreamCo of the UpstreamCo Nonqualified Plans and the assumption by UpstreamCo and the UpstreamCo Nonqualified Plans of the Liabilities under the Parent Divided Nonqualified Plans in respect of the UpstreamCo Group Employees and Former UpstreamCo Group Employees and (b) the retention or assumption by UpstreamCo of the Liabilities under the UpstreamCo Retained Nonqualified Plans, on or as soon as reasonably practicable following the Effective Time, Parent shall, or shall cause the Parent Rabbi Trust to, transfer in kind to the UpstreamCo Rabbi Trust a percentage of the assets held by the Parent Rabbi Trust (if any) equal to the percentage represented by a fraction, the numerator of which is the aggregate value of the account balances and accrued benefits of UpstreamCo Group Employees and Former UpstreamCo Group Employees under all nonqualified deferred compensation plans covered by the Parent Rabbi Trust as of immediately prior to the Effective Time and the denominator of which is the aggregate value of all account balances and accrued benefits of all Employees and Former Employees under such plans as of immediately prior to the Effective Time. From and after the Operational Separation Date, (i) the trust governed by the Xxxxxxxx Metals Company Grantor Trust Agreement made as of May 7, 1999 by and between Xxxxxxxx Metals Company and Wachovia Bank, N.A. shall be retained by the UpstreamCo Group and (ii) that certain grantor trust sponsored by Alumax Inc. (or a Subsidiary thereof) and relating to certain deferred compensation obligations shall be retained by the Parent Group.