Common use of Resignation and Removal of Trustee Clause in Contracts

Resignation and Removal of Trustee. 10.1 Trustee may resign at any time by written notice to CEG, which shall be effective 30 days after receipt of such notice unless CEG and Trustee agree otherwise in writing. 10.2 Accept as provided in Section 10.3, Trustee may be removed by CEG on 30 days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 days after receipt of notice of resignation or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereof. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 sixty (60) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon , except that after a Change of Control, Control as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofone year. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of the notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (d) If the Trustee resigns or is removed, a successor shall be appointed, appointed in accordance with Section 11 hereof, 14 hereof by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. The Trustee shall continue to fulfill its duties hereunder and shall receive compensation pursuant to Section 11 until the successor’s appointment is effective. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. (e) If the Trustee resigns within one year of a Change of Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 14(c) hereof prior to the effective date of the Trustee’s resignation.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon ; provided, however, that upon or following a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from Company without the date a Change unanimous written consent of Control is deemed to occur under Section 13.5 hereofthe Plan participants and beneficiaries. 10.4 (c) If Trustee resigns within 2 years of or is removed upon or following a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof 11(b) herein prior to the effective date of Trustee's resignation’s resignation or removal. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within sixty (i60) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEG, which shall be effective 30 days after receipt of such notice unless CEG and Trustee agree otherwise in writingotherwise. 10.2 Accept (b) Except as provided in Section 10.310(c), Trustee may be removed by CEG on 30 days written notice or upon shorter notice accepted by Trusteeunless CEG and Trustee agree otherwise. 10.3 (c) Upon written notification by CEG that a Change of Control, as defined in Section 13.5 hereof13(e) hereof has occurred, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 13(e) hereof. 10.4 (d) If Trustee resigns within 2 years of after a Change of Control, Trustee as defined herein, CEG shall select apply to a court of competent jurisdiction for the appointment of successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationor for instructions. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets Assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i1) 90 30 days after receipt of notice of resignation or removal of Trustee, Trustee or (ii2) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All reasonable expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 forty-five (45) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 thirty (30) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG the Company for 2 years from the date a Change period of Control is deemed to occur under Section 13.5 hereofone (1) year. 10.4 (d) If Trustee resigns or is removed within 2 years one year of a Change of Control, as defined herein, Trustee shall select a successor Trustee trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignation’s resignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of within thirty (i30) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 ninety (90) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 thirty (30) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoftwo (2) years. 10.4 (d) If Trustee resigns or is removed within 2 two (2) years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within thirty (i30) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 (thirty) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 (thirty) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change (c) The Trustee's service pursuant to this Agreement is conditioned upon the existence of Controlone or more contracts between the Company and Connecticut General providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years well with no further notice from either party to the other as of the date a Change of Control is deemed to occur under Section 13.5 hereofdiscontinuance or termination of the contract providing for Plan recordkeeping services. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a), (b) or 10.2 hereof(c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by delivering to the Employer, at least thirty (30) days before its effective date, a written notice of his resignation. (b) The Employer may remove the Trustee at any time by delivering or mailing by registered or certified mail, addressed to CEGsuch Trustee at his last known address, which shall at least thirty (30) days before its effective date, a written notice of his removal. (c) Upon the death, resignation, incapacity, or removal of any Trustee, a successor may be effective 30 days after receipt of appointed by the Employer. Upon accepting such notice unless CEG and Trustee agree otherwise appointment in writing, such successor shall become vested with all the estate, rights, powers, discretions, and duties of his predecessor with like respect as if he were originally named as a Trustee herein. Until such a successor is appointed and has accepted its appointment, the remaining Trustee or Trustees shall have full authority to act under the terms of this Agreement. 10.2 Accept (d) The Employer may designate one or more successors prior to the death, resignation, incapacity, or removal of a Trustee. In the event a successor is so designated by the Employer and accepts such designation, the successor shall, without further act, become vested with all the estate, rights, powers, discretion, and duties of his predecessor with the like effect as provided in Section 10.3if he were originally named as Trustee herein immediately upon the death, Trustee may be removed by CEG on 30 days written notice resignation, incapacity, or upon shorter notice accepted by Trusteeremoval of his predecessor. 10.3 (e) Upon a Change resignation or removal, any Trustee hereunder shall provide the accounting required by section 10.07 within sixty days of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 Upon his resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 days after receipt of notice of resignation or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writingremoval. 10.6 If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereof. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Prior to a Change in Control, Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 days after receipt of such notice unless CEG the Company and Trustee agree otherwise otherwise. Following a Change in writingControl, Trustee may resign only after the appointment of a successor Trustee. 10.2 Accept as provided (b) Prior to a Change in Section 10.3Control, Trustee may be removed by CEG the Company on 30 days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of in Control, as defined in Section 13.5 hereofherein, Trustee may not only be removed by CEG for 2 years from the date Company with the consent of a Change two-thirds of Control is deemed to occur under Section 13.5 hereofthe Plan participants. 10.4 (d) If Trustee resigns within 2 years of following a Change of Controlin Control or is removed as provided in Section b(c) above, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 7(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation or removal of Trusteeresignation, removal, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 60 days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon . However, upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 four years from after the date a Change of Control is deemed unless the persons who are then Participants agree to occur under Section 13.5 hereofthe removal. 10.4 (c) If the Trustee resigns within 2 four years of after a Change of in Control, Trustee as defined herein, the Company shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with or for instructions, unless the provisions of Section 11.2 hereof prior then Participants and the Company agree to the effective date selection of Trustee's resignationa successor trustee. 10.5 (d) Upon resignation or removal of the Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of (i) 90 within 120 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (e) If Trustee the resigns or is removed, a successor shall be appointed, in accordance with Section 11 12 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 60 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 60 days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofthree years. 10.4 (d) If Trustee resigns within 2 three years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationTrustee resignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 60 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, appointed in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG the Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 thirty (30) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of the Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. At the option of the Company, Trustee hereby agrees that upon such resignation or removal, Trustee shall use its best efforts to facilitate the transfer of such assets to the successor trustee. Trustee shall not be paid any amounts due to Trustee under this Agreement at the time of such resignation or removal unless Trustee facilitates in such transfer and until all of Trustee, or (ii) appointment of such assets have been transferred accordingly to the successor Trustee, unless CEG extends the time limit in writingtrustee. 10.6 (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 12 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 ninety (90) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise, provided a successor Trustee has been appointed and has accepted such appointment. 10.2 Accept as provided in (b) Subject to Section 10.310(c), Trustee may be removed by CEG Company on 30 ninety (90) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoften (10) years. 10.4 (d) If Trustee resigns within 2 ten (10) years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignation. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets subsequently shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If if no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Subject to Section 12(f)(2), prior to a Change of Control the Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 no less than sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writing. 10.2 Accept as provided in otherwise. Subject to Section 10.312(f)(3), prior to a Change of Control the Trustee may be removed by CEG the Company on 30 thirty (30) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon (b) For the two-year period following a Change of Control, as defined in Section 13.5 hereof, the Trustee may not resign and any resignation after such two-year period shall be removed by CEG for 2 years from effective no less than ninety (90) days after receipt of such notice, unless the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Company and the Trustee resigns within 2 years of agree otherwise. Following a Change of Control, the Trustee shall select a successor Trustee in accordance with may be removed by the provisions Company only if Directors who represent, as of Section 11.2 hereof the last day of the month preceding the date notice of the removal is given, at least sixty-five percent (65%) of the aggregate value of benefits payable under the Plans as of such date agree to the removal of the Trustee. (c) If, prior to a Change of Control, the effective date of Trustee's resignation. 10.5 Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 days after receipt of notice of resignation or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 If Trustee resigns or is removedremoved in accordance with Section 9(a), a successor shall be appointed, in accordance with Section 11 10(a) hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of Section 10. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. If, following a Change of Control, the Trustee resigns or is removed in accordance with Section 9(b), a successor shall be appointed in accordance with Section 10(b) hereof.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGEmployer, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG Employer and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Employer on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of in Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG for 2 years from Employer until all of the assets of the Trust have been used to provide benefits to Plan participants and beneficiaries under the terms of this Plan and Trust determined as of the date of a Change of Control is deemed to occur under Section 13.5 hereofin Control. 10.4 (d) If Trustee resigns within 2 years of a Change of Controlor is removed, Trustee as defined herein, Employer shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof 11(a) herein prior to the effective date of Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of or Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within sixty (i60) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Employer extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removedremoved pursuant to the terms of this Trust Agreement, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 10(a) [or 10.2 hereof10(b)] of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All reasonable expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 ninety days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in (b) Subject to Section 10.310(c), Trustee may be removed by CEG Company on 30 ninety days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoften years. 10.4 (d) If Trustee resigns or is removed within 2 ten years of after a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within ninety days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 forty--five (45) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 thirty (30) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofone (1) year. 10.4 (d) If Trustee resigns within 2 one (1) year after a Change of Control, as defined herein, Company shall apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. (e) If Trustee resigns or is removed within two (2) years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (f) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within thirty (i30) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (g) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 ninety (90) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in (b) Subject to Section 10.310(c), Trustee may be removed by CEG Company on 30 ninety (90) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoften (10) years. 10.4 (d) If Trustee resigns or is removed within 2 ten (10) years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG on Company 30 days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from six (6) months following the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 Control. If Trustee resigns or is removed within 2 years of a six (6) months following the Change of Control, Trustee shall select notwithstanding anything to the contrary in Section 11 hereof, the Independent Plan Administrator may appoint a successor Trustee in accordance with according to the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation11 hereof. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor or Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 60 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG extends Company and Trustee agree to extend the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. Until a successor Trustee is appointed, the Trustee shall be entitled to be compensated for its service according to its published fee schedule then in effect for acting as Trustee.

Resignation and Removal of Trustee. 10.1 (a) Subject to Section 11, the Trustee may resign at any time by written notice to CEGPWG, which shall be effective 30 ninety days after receipt of such notice by PWG, unless CEG PWG and the Trustee agree otherwise in writingwriting to a shorter or longer period. Until such time as a Successor Trustee is duly appointed and qualified to serve hereunder, such resignation shall not affect (i) the Trustee's obligations to hold custody of the assets of the Trust, to make payments contemplated by Section 2 of this Agreement, or to dispose of Securities in order to make such payments, (ii) the Trustee's obligations or responsibilities set forth in this Agreement or (iii) the Trustee's rights under Section 9 of this Agreement. 10.2 Accept as provided in (b) Subject to Section 10.311, the Trustee may be removed at any time by CEG on 30 days written notice or upon shorter from PWG, which removal shall be effective ninety days after such notice accepted of removal is delivered to the Trustee by TrusteePWG. Such removal shall not be effective until such time as a Successor Trustee is duly appointed and qualified to serve hereunder. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 Upon resignation or removal of the Trustee and appointment of a successor Successor Trustee, all Trust assets shall subsequently be transferred to the successor Successor Trustee. The transfer shall be completed at the later of (i) 90 within thirty days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writingtransfer. 10.6 (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereofremoval. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 45 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 days written notice or upon shorter notice accepted by the Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof5 years. 10.4 (d) If the Trustee resigns or is removed within 2 5 years of a Change of Control, as defined herein, the Trustee shall select a successor asuccessor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of the Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereofparagraphs (a) and (b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoffifteen (15) year(s). 10.4 (d) [Intentionally omitted.] (e) If Trustee resigns or is removed within 2 years fifteen (15) year(s) of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (f) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within thirty (i30) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (g) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 days written 60 days’ notice or upon shorter notice accepted by the Trustee. 10.3 Upon . However, upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 four years from after the date a Change of Control is deemed unless the persons who are then Participants agree to occur under Section 13.5 hereofthe removal. 10.4 (c) If the Trustee resigns within 2 four years of after a Change of in Control, Trustee as defined herein, the Company shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with or for instructions, unless the provisions of Section 11.2 hereof prior then Participants and the Company agree to the effective date selection of Trustee's resignationa successor trustee. 10.5 (d) Upon resignation or removal of the Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of (i) 90 within 120 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (e) If Trustee the resigns or is removed, a successor shall be appointed, in accordance with Section 11 12 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 90 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company at any time by written notice to the Trustee, which shall be effective on 30 90 days written notice or upon shorter notice accepted by Trustee. 10.3 Upon (c) In the event of a Change of in Control, as defined in Section 13.5 13(e) hereof, for a one-year period following such event, Trustee may not be removed by CEG for 2 years from Company only if 75 percent of the date a Change number of Control is deemed the Plan Participants consent to occur under Section 13.5 hereofsuch removal. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed at the later of (i) 90 within 180 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit. Company's consent to extension of such time limit in writingshall not be unreasonably withheld. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writing. 10.2 Accept as provided in Section 10.3, otherwise. (b) The Trustee may be removed by CEG the Company on 30 sixty (60) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon . However, upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 four years from after the date a Change of Control is deemed unless the persons who are then Participants agree to occur under Section 13.5 hereofthe removal. 10.4 (c) If the Trustee resigns within 2 four years of after a Change of Control, Trustee as defined herein, the Company shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with or for instructions, unless the provisions of Section 11.2 hereof prior then Participants and the Company agree to the effective date selection of Trustee's resignationa successor trustee. 10.5 (d) Upon resignation or removal of the Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of within one hundred twenty (i120) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 12 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. Section 12.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 60 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 60 days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofone year. 10.4 (d) If Trustee resigns within 2 years one year of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of Trustee's resignation. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) within 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 sixty (60) days written notice or upon shorter notice accepted by the Trustee. 10.3 (c) Upon a Change of Controlchange in control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoften (10) years. 10.4 (d) If the Trustee resigns or is removed within 2 ten (10) years of a Change of in Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of the Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within ninety (i90) 90 days after the receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment of a successor has been made, the Trustee may apply to a court of or competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, and the Administrative Committee after a Change in Control, which shall be effective 30 forty-five (45) days after receipt of such notice unless CEG prior to a Change in Control Company, and after a Change in Control the Administrative Committee, and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company prior to a Change in Control, and the Administrative Committee after a Change in Control, on 30 thirty (30) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 (c) If Trustee resigns within 2 years of or is removed after a Change of in Control, Trustee the Administrative Committee shall select a successor Trustee trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation14 hereof. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company prior to a Change in Control, and the Administrative Committee after a Change in Control, extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, appointed in accordance with Section 11 14 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. In either case, Company prior to a Change in Control, or the Administrative Committee after a Change in Control, as the case may be, shall diligently seek to obtain a successor trustee. Until the appointment of a successor trustee, Trustee shall continue to perform its duties hereunder until the successor trustee is in place. If no such appointment has been mademade by the effective date of resignation or removal, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon (c) Notwithstanding any other provision of this Trust Agreement, Trustee may not be removed by Company during the two (2) year period immediately following a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG for 2 years from without the date a Change written consent of Control is deemed to occur under Section 13.5 hereoftwo-thirds (2/3) of the Plan Participants. 10.4 (d) If Trustee resigns within 2 two (2) years of after a Change of Control, Trustee as defined herein, Company shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationor for instructions. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within seventy-five (i75) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 60 (sixty) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 60 (sixty) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change (c) The Trustee’s service pursuant to this Agreement is conditioned upon the existence of Controlone or more contracts between the Company and an affiliate of the Trustee providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years well with no further notice from either party to the other as of the date a Change of Control is deemed to occur under Section 13.5 hereofdiscontinuance or termination of the contract providing for Plan recordkeeping services. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a), (b) or 10.2 hereof(c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Subject to Section 12(f)(2), prior to a Change of Control the Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 no less than sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writing. 10.2 Accept as provided in otherwise. Subject to Section 10.312(f)(3), prior to a Change of Control the Trustee may be removed by CEG the Company on 30 thirty (30) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon (b) For the two-year period following a Change of Control, as defined in Section 13.5 hereof, the Trustee may not resign and any resignation after such two-year period shall be removed by CEG for 2 years from effective no less than ninety (90) days after receipt of such notice, unless the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Company and the Trustee resigns within 2 years of agree otherwise. Following a Change of Control, the Trustee shall select a successor Trustee in accordance with may be removed by the provisions Company only if Executives who represent, as of Section 11.2 hereof the last day of the month preceding the date notice of the removal is given, at least sixty-five percent (65%) of the aggregate value of benefits payable under the Plans as of such date agree to the removal of the Trustee. (c) If, prior to a Change of Control, the effective date of Trustee's resignation. 10.5 Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 days after receipt of notice of resignation or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 If Trustee resigns or is removedremoved in accordance with Section 9(a), a successor shall be appointed, in accordance with Section 11 10(a) hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of Section 10. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. If, following a Change of Control, the Trustee resigns or is removed, in accordance with Section 9(b), a successor shall be appointed in accordance with Section 10(b) hereof.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Association, which shall be effective 30 thirty (30) days after receipt of such notice unless CEG the Association and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Association on 30 days written thirty (30) days' notice or upon shorter notice accepted by the Trustee; provided, however, that any Trustee appointed by the Executive pursuant to Section 10(c) or 10(d) may be removed only by the Executive. 10.3 (c) Upon a Change the occurrence of Control, as defined an event described in Section 13.5 hereof1(f), the Executive, in his sole discretion, may remove the Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur and replace it with an independent bank trust department or another independent party that has been granted corporate trustee powers under Section 13.5 hereofapplicable state law, which entity shall thereafter serve as Trustee hereunder. 10.4 (d) If the Trustee appointed by the Executive pursuant to Section 10(c) resigns within 2 two (2) years of a Change of Controlafter such appointment, Trustee the Executive shall select a successor Trustee in accordance with the provisions of Section 11.2 10(c) hereof prior to the effective date of the Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within thirty (i30) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG extends the Association and the Executive mutually agree to extend the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this Section 10. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 (thirty) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 (thirty) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change (c) The Trustee’s service pursuant to this Agreement is conditioned upon the existence of Controlone or more contracts between the Company and Connecticut General providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years well with no further notice from either party to the other as of the date a Change of Control is deemed to occur under Section 13.5 hereofdiscontinuance or termination of the contract providing for Plan recordkeeping services. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a), (b) or 10.2 hereof(c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 one hundred and twenty (120) days after receipt of such notice unless CEG the Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Subject to Section 10.3, the Trustee may be removed by CEG the Company on 30 ninety (90) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 three (3) years from following the date a of such Change of Control is deemed to occur under Section 13.5 hereofControl. 10.4 If the Trustee resigns within 2 three (3) years of following a Change of Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of the Trustee's resignationresignation or removal. 10.5 Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within sixty (i60) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section Article 11 hereof, by the effective date of resignation or removal under Sections Section 10.1 or 10.2 hereof10.2. If no such appointment has been made, the Trustee or the Company may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All reasonable expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 60 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG on 30 Company at any time by written notice to Trustee, which shall be effective 60 days written after receipt of such notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of Trustee and appointment of a successor Trusteetrustee, all Trust assets shall subsequently be transferred to the successor Trusteetrustee. The transfer shall be completed at the later of (i) 90 within 60 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. (e) The resigning or removed Trustee is authorized to reserve such amount as may be necessary for the payment of its reasonable fees and expenses incurred prior to resignation or removal. All reasonable expenses of Trustee in connection with the any proceeding for appointment of a successor, settlement of Trustee’s accounts, or instructions to a successor shall be allowed as administrative expenses of the Trust. The 60-day period set forth in paragraph (c) of this Section may be extended by agreement of the parties if necessary to settle Trustee’s accounts by agreement with Company or by a court of competent jurisdiction. Company’s consent to extension of such period shall not be unreasonably withheld.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 sixty (60) days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept (b) Except as provided in Section 10.39(c), Trustee may be removed by CEG Company on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoftwenty (20) years. 10.4 (d) If Trustee resigns within 2 years twenty (20) year(s) of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 10(b) hereof prior to the effective date of Trustee's resignation. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within sixty (i60) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writing.limit, 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 10 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEG, which shall be effective 30 days after receipt of such notice unless CEG and Trustee agree otherwise in writingotherwise. 10.2 Accept (b) Except as provided in Section 10.310(c), Trustee may be removed by CEG on 30 days written notice or upon shorter notice accepted by Trusteeunless CEG and Trustee agree otherwise. 10.3 (c) Upon written notification by CEG that a Change of Control, as defined in Section 13.5 hereof13(e) hereof has occurred, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 13(e) hereof. 10.4 (d) If Trustee resigns within 2 years of after a Change of Control, Trustee as defined herein, CEG shall select apply to a court of competent jurisdiction for the appointment of successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationor for instructions. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets Assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i1) 90 30 days after receipt of notice of resignation or removal of Trustee, Trustee or (ii2) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof. If no such appointment has been made, Trustee may apply to a court (b) of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.this

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 45 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 days written notice or upon shorter notice accepted by the Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof5 years. 10.4 (d) If the Trustee resigns or is removed within 2 5 years of a Change of Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(b) hereof prior to the effective date of the Trustee's resignationresignation or removal. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a a. successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereofparagraphs (a) and (b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which shall be effective 30 days after receipt of such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 days written notice or upon shorter notice accepted by Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 120 days after receipt of written notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof12 below, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction in Harrxx Xxxnty, Texas for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. (e) The resignation or removal of Trustee shall not be effective and shall not occur unless and until a successor trustee is appointed in accordance with Section 12 below or the second sentence in Section 11(d) above. (f) After a Change in Control (as defined in Section 15 below) Trustee may not resign or be removed without the written approval at the time of such resignation or removal of at least two-thirds of the total number of the Participants (or the beneficiary for a deceased Participant) due amounts to be paid under the Plan on the basis of one vote per Participant (or beneficiary for a deceased Participant).

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 60 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise otherwise, provided that in writingno event shall any such resignation take effect prior to the appointment of a successor Trustee. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company on 30 60 days written notice or upon shorter notice accepted by the Trustee. 10.3 (c) Upon a Change of in Control, as defined in Section 13.5 hereofherein, the Trustee may not be removed by CEG the Company for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereoftwo years. 10.4 (d) If the Trustee resigns within 2 two years of after a Change of in Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 11(c) hereof prior to the effective date of the Trustee's ’s resignation. Upon the appointment and acceptance by, and transfer of assets to, a successor Trustee, the Trustee shall have no further responsibilities under this Trust Agreement. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within sixty (i60) 90 days after receipt of the notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a successor shall be appointed, appointed in accordance with Section 11 hereof, hereof by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGCompany, which resignation shall be effective 30 sixty (60) days after receipt of OF such notice unless CEG Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG Company on 30 sixty (60) days written notice or upon shorter notice accepted by Trustee. 10.3 Upon , provided however that in the event of a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Company for 2 a period of two (2) years from the date a such Change of Control is deemed to occur under Section 13.5 hereofControl. 10.4 (c) If Trustee resigns within 2 two (2) years of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 I I (b) hereof prior to the effective date of Trustee's resignationresignation or removal. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of within ninety (i90) 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Company extends the time limit in writinglimit. 10.6 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 I I hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGVisteon, which shall be effective 30 60 days after receipt of such notice unless CEG Visteon and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG on 30 Visteon at any time by written notice to Trustee, which shall be effective 60 days written after receipt of such notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Visteon for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofone (1) year. 10.4 (d) If Trustee resigns within 2 years of 10 year(s) after a Change of Control, Trustee as defined herein, Visteon shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationor for instructions. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed at the later of (i) 90 within 180 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Visteon extends the time limit. Visteon's consent to extension of such time limit in writingshall not be unreasonably withheld. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by giving written notice to CEG, which shall be the Company at least 60 days before its effective 30 days after receipt of such notice date unless CEG the Company and the Trustee agree otherwise in writingto reduce this period. 10.2 Accept as provided in Section 10.3, Trustee may be removed by CEG on 30 days written notice or upon shorter notice accepted by Trustee. 10.3 Upon (b) Prior to a Change of Control, as defined in Section 13.5 hereofthe Company may remove the Trustee at any time by giving written notice to the Trustee at least 60 days before its effective date unless the Company and the Trustee agree to reduce this period. Upon and after a Change of Control, the Trustee may not be removed by CEG for 2 years from the date a Change Company or any successor thereto, without the written consent of Control is deemed to occur under Section 13.5 hereofsixty-five percent (65%) of the then plan participant, including former plan participants whose benefits have not been fully distributed. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, the resigning or removed Trustee shall transfer and deliver all Trust assets shall subsequently be transferred to the successor Trustee after reserving such reasonable amount as it shall deem necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. The transfer If the assets so withheld shall be completed at insufficient or excessive for such purposes, the later retiring Trustee shall be entitled to reimbursement for any deficiency out of (i) 90 days after receipt of notice of resignation or removal of the Trust Fund from the successor the Trustee, or (ii) appointment of shall deliver the excess to the successor the Trustee, unless CEG extends as the time limit in writingcase may be. 10.6 (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 13 hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 60 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) The Trustee may be removed by CEG the Company immediately upon notice provided that the Company has appointed a successor trustee effective immediately following the removal of the Trustee. If no such successor trustee has been appointed, the Trustee may be removed by the Company on 30 60 days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 60 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 10 hereof, by the effective date of or resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. (e) Upon settlement of the account and transfer of the Trust assets to the successor Trustee, all rights and privileges under this Trust Agreement shall vest in the successor Trustee and all responsibility and liability of the Trustee with respect to the Trust and assets thereof shall terminate subject only to the requirement that Trustee execute all necessary documents to transfer the Trust assets to the successor Trustee.

Resignation and Removal of Trustee. 10.1 (a) Subject to Section 12(f)(3), prior to a Change of Control the Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 no less than sixty (60) days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writing. 10.2 Accept as provided in otherwise. Subject to Section 10.312(f)(4), prior to a Change of Control the Trustee may be removed by CEG the Company on 30 thirty (30) days written notice or upon shorter notice accepted by the Trustee. 10.3 Upon (b) For the two-year period following a Change of Control, as defined in Section 13.5 hereof, the Trustee may not resign and any resignation after such two-year period shall be removed by CEG for 2 years from effective no less than ninety (90) days after receipt of such notice, unless the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Company and the Trustee resigns within 2 years of agree otherwise. Following a Change of Control, the Trustee shall select a successor Trustee in accordance with may be removed by the provisions Company only if Executives who represent, as of Section 11.2 hereof the last day of the month preceding the date notice of the removal is given, at least sixty-five percent (65%) of the aggregate value of benefits payable under the Contracts as of such date agree to the removal of the Trustee. (c) If, prior to a Change of Control, the effective date of Trustee's resignation. 10.5 Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 days after receipt of notice of resignation or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writing. 10.6 If Trustee resigns or is removedremoved in accordance with Section 9(a), a successor shall be appointed, in accordance with Section 11 10(a) hereof, by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of Section 10. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. If, following a Change of Control, the Trustee resigns or is removed in accordance with Section 9(b), a successor shall be appointed in accordance with Section 10(b) hereof.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGthe Company and if a Change in Control has occurred, by also providing written notice to the CIC GPAC, which resignation shall be effective 30 sixty (60) days after receipt of such notice by the Company, unless CEG the Company and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided (b) Prior to a Change in Section 10.3Control, Trustee may be removed by CEG on 30 the Company at any time by written notice to Trustee, which shall be effective sixty (60) days written after receipt of such notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not only be removed by CEG for 2 years from the date a Change of Control is deemed CIC GPAC, which removal shall require sixty (60) days prior written notice, and the CIC GPAC shall have the authority to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select designate a successor Trustee as provided in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationXI. 10.5 (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed at the later of (i) 90 days as soon as practicable after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trustee, unless CEG extends the time limit in writingtransfer. 10.6 (e) If Trustee resigns or is removed, a successor trustee shall be appointed, in accordance with Section 11 XI hereof, by the effective date of resignation or removal under Sections 10.1 subsections (a), (b) or 10.2 hereof(c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective 30 90 days after receipt of such notice unless CEG the Company and the Trustee agree otherwise in writingotherwise. 10.2 Accept (b) Except as provided in paragraph (c) of this Section 10.311, the Trustee may be removed by CEG the Company on 30 days written 90 days' notice or upon shorter notice accepted by the Trustee. 10.3 (c) Upon a Change of in Control, as defined in Section 13.5 hereof, the Trustee may not be removed by CEG the Company for 2 five years from except with the date a Change consent of Control is deemed to occur under Section 13.5 hereofat least 75% of the individuals participating in the Plan or covered by the Contracts. 10.4 (d) If the Trustee resigns or is removed within 2 ten years of a Change of in Control, the Trustee shall select a successor Trustee in accordance with the provisions of paragraph (b) of Section 11.2 12 hereof prior to whose appointment shall be effective at the effective date time of the Trustee's resignationresignation or removal. The Trustee shall be compensated for the reasonable costs of selecting a successor as provided in Sections 10 and 12. 10.5 (e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) within 90 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit in writinglimit. 10.6 (f) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 12 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph (a) or 10.2 hereof(b) of this Section 11. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGthe Subsidiary Administrator, which shall be effective 30 days after receipt of such notice unless CEG Subsidiaries and/or the Subsidiary Administrator and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG all Subsidiaries and/or the Subsidiary Administrator on 30 days written days’ notice or upon such shorter notice accepted by Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Subsidiaries and/or the Subsidiary Administrator extends the time limit in writinglimit. 10.6 (d) If Trustee resigns or is removed, a successor shall be appointed, appointed discretionarily in accordance with Section 11 hereof, 13 hereof by the effective date of resignation or removal under Sections 10.1 paragraphs (a) or 10.2 hereof(b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. (e) A successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7, 9 and 10 hereof. A successor Trustee shall not be responsible for, and the Subsidiaries will indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Resignation and Removal of Trustee. 10.1 (a) Trustee may resign at any time by written notice to CEGVisteon, which shall be effective 30 60 days after receipt of such notice unless CEG Visteon and Trustee agree otherwise in writingotherwise. 10.2 Accept as provided in Section 10.3, (b) Trustee may be removed by CEG on 30 Visteon at any time by written notice to Trustee, which shall be effective 60 days written after receipt of such notice or upon shorter notice accepted by Trustee. 10.3 (c) Upon a Change of Control, as defined in Section 13.5 hereofherein, Trustee may not be removed by CEG Visteon for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereofone (1) year. 10.4 (d) If Trustee resigns within 2 years of 10 year(s) after a Change of Control, Trustee as defined herein, Visteon shall select apply to a court of competent jurisdiction for the appointment of a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignationor for instructions. 10.5 (e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed at the later of (i) 90 within 180 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG Visteon extends the time limit. Visteon’s consent to extension of such time limit in writingshall not be unreasonably withheld. 10.6 (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under Sections 10.1 paragraph(s) (a) or 10.2 hereof(b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. 10.1 (a) The Trustee may resign at any time by written notice to CEGthe Company, which shall be effective as of the later of: (1) 30 days after receipt of such notice notice, or (2) The date of the transfer of Trust assets to a successor Trustee, unless CEG the Company and the Trustee agree otherwise in writing. 10.2 Accept as provided in Section 10.3, otherwise. The Company may remove the Trustee may be removed by CEG on 30 days written notice or upon such shorter notice accepted by the Trustee. 10.3 Upon a Change of Control, as defined in Section 13.5 hereof, Trustee may not be removed by CEG for 2 years from the date a Change of Control is deemed to occur under Section 13.5 hereof. 10.4 If Trustee resigns within 2 years of a Change of Control, Trustee shall select a successor Trustee in accordance with the provisions of Section 11.2 hereof prior to the effective date of Trustee's resignation. 10.5 (b) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all Trust assets shall subsequently be transferred to the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed at the later of (i) 90 within 30 days after receipt of notice of resignation resignation, removal or removal of Trustee, or (ii) appointment of successor Trusteetransfer, unless CEG the Company extends the time limit. The Company's consent to extension of such time limit in writingshall not be unreasonably withheld. 10.6 (c) If the Trustee resigns or is removed, a successor shall be appointed, appointed in accordance with Section 11 13 hereof, by the effective date of resignation or removal under Sections 10.1 or 10.2 hereofparagraph (a) of this section. If no such appointment has been mademade within 60 days after the notice of such resignation or removal, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.