Common use of Retirement Plans Clause in Contracts

Retirement Plans. (i) With respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Continuing Employee’s account balance in the Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored by the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000.

Retirement Plans. (ia) With respect It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plansVPP, the “Seller 401(k) Plan”Viacom Excess Pension Plan ("VEPP") and the Retirement Savings Plan for VIP, with the Active benefit accruals of the Business Employees under such plans ceasing as of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Closing Date and Seller Parties shall retain all liabilities thereunder. The Seller shall cause all Continuing the Business Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) accrued benefits in each such plan as of the Code Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to rollover such Continuing Employee’s account balance the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller 401(k) Plan shall cause the Trustee of the VIP to transfer to the Trustee of a tax-qualified defined contribution plan sponsored designated by the Purchaser or (the "PURCHASER'S DC PLAN") an amount equal to the aggregate account balances of the Business Employees and Former Business Employees participating in the VIP, including any of its Subsidiariesloan obligation. To the extent that a loan obligation is transferred to the Purchaser's DC Plan, the Purchaser agrees to cause such tax-qualified defined contribution plan Purchaser's DC Plan shall continue to accept repayments of such rollover loan amounts and shall otherwise administer such loans in accordance with their terms and ERISA until such loan amounts are repaid or are defaulted. Other than with respect to the extent permitted loan obligations (which shall be transferred in the form of promissory notes or other documentation thereof), the transfer shall be in cash or property as mutually agreed by Legal RequirementPurchaser and Seller (which agreement shall not be unreasonably withheld) based on the value of the account balances on the date of transfer, which shall occur as soon as reasonably practicable after the Closing. The Seller Parties Upon such transfer, the Purchaser's DC Plan shall use commercially reasonable efforts to cooperate with assume the Purchaser to effect the rollover of liabilities represented by such transferred account balances. The Seller Parties shall or shall cause the Transferred Companies Business Employees to notify Continuing be fully vested in their account balances under the VIP as of the Closing Date. Prior to Closing, one or more of the Publishing Subsidiaries shall have established a separate non-qualified deferred compensation plan (the "S&S EIP") with terms and benefits identical to those provided under the Viacom Excess Investment Plan (the "VEIP") and providing for the unsecured contractual commitment to deliver at a future date all of the following: (i) deferred compensation credited to an account under the S&S EIP, (ii) deferred bonus compensation credited to an account under the S&S EIP, (iii) amounts credited to an account under the S&S EIP as matching contributions, and (iv) amounts credited to an account under the S&S EIP as investment income under the foregoing amounts. The S&S EIP will assume the responsibility for all account balances, and earnings thereon, of Business Employees and Former Business Employees participating in the VEIP. The Purchaser agrees that it will assume the S&S EIP at Closing, and cause the Publishing Subsidiaries to honor the terms of any elections previously made by the VEIP participants. For the avoidance of doubt, the parties hereto acknowledge that the active participation VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of Continuing Employees in obligations thereunder, and that no assets will be transferred by the Seller Plans shall terminate on to the applicable Effective Hire Date as Purchaser or to the Publishing Subsidiaries in connection with the establishment of which date such Continuing Employees shall be eligible to participate in benefit programs provided the S&S EIP and the assumption thereof by the Purchaser. (iic) With regard Following the Closing Date, the Purchaser shall (i) provide continuation health care coverage to all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and date hereof in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller and its Affiliates to provide such applicable continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each or any of its Affiliates from and against is, on the Closing Date, providing such continuation coverage or to whom the Seller or any and all losses and Liabilities on a net after-Tax basis, of its Affiliates is under an obligation to be paid within 30 days provide such continuation coverage at the election of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 such Former Business Employee or pursuant qualified beneficiary. (d) Prior to the rules of the Royal Bank of Scotland Group Pension Fund Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000.separate defined benefit pension plan (the

Retirement Plans. (ia) With respect It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) VPP and the Retirement Savings Plan for Viacom Excess Pension Plan, with the Active benefit accruals of the Business Employees under such plans ceasing as of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Closing Date and Seller Parties shall retain all liabilities thereunder. The Seller shall cause all Continuing the Business Employees participating in such plans to be fully vested in their respective accounts thereunderaccrued benefits in each such plan as of the Closing Date." (pp) Section 6.02(b) of the Stock Purchase Agreement is hereby amended by inserting the following text at the end of the fifth full sentence thereof: "and Seller shall retain all other liabilities under the VIP. In Notwithstanding anything to the contrary in this Section 6.02(b), in the event that a Continuing Employee the Parent makes a voluntary the election pursuant to Section 401(a)(312.01(b) of this Agreement, the Seller shall transfer and deliver the VIP account balances of Business Employees and Former Business Employees designated in writing by the Parent and the Purchaser, and the Seller shall also transfer and deliver to Xxxxx Muse, or, if so directed by the Parent and the Purchaser, cause the trustee of the VIP to transfer and deliver to the trustee of a Xxxxx Muse defined contribution plan designated in writing by the Parent and the Purchaser or Xxxxx Muse, if applicable, an amount equal to the aggregate account balances of Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses so designated by the Parent and the Purchaser." (qq) Section 6.02(b) of the Code Stock Purchase Agreement is hereby further amended by adding the following text to rollover the end thereof: "Notwithstanding anything to the contrary in this Section 6.02(b), in the event that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, then (i) the Seller shall, (A) prior to Closing, establish a separate non-qualified deferred compensation plan (the "HM EIP") with terms, benefits and commitments identical to those provided under the VEIP for the benefit of participating Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses designated in writing by the Parent and the Purchaser and (B) at Closing, transfer the HM EIP to Xxxxx Muse, (ii) the HM EIP shall assume responsibility for all account balances and earnings thereon of such Continuing Employee’s designated individuals under the VEIP (it being understood that the S&S EIP shall not assume any responsibility for the VEIP account balances and earnings thereon with respect to such individuals) and (iii) the Parent and the Purchaser shall cause Xxxxx Muse to assume the HM EIP at Closing and to honor the terms of any elections previously made by participants under the VEIP. The Purchaser and the Parent acknowledge that no assets will be transferred to Xxxxx Muse in connection with the establishment of the HM EIP and the assumption thereof by Xxxxx Muse." (rr) Section 6.02(e) of the Stock Purchase Agreement is hereby amended by (i) inserting the phrase "as soon as practicable, after the Closing," immediately after the phrase "and the Seller shall" in the first sentence thereof and (ii) adding the following text to the end thereof: "Notwithstanding anything to the contrary in this Section 6.02(e), in the event that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, then (i) the Seller shall, (A) prior to Closing, (I) establish a separate non-qualified deferred compensation plan (the "HM DCP") providing for the payment of deferred benefits to participating Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses designated in writing by the Parent and the Purchaser who have previously deferred the settlement of performance awards under the terms of the Paramount DCP and (II) transfer assets, if any, and liabilities related to each designated individual's account balance in the Seller 401(kParamount DCP, including all earnings thereon, into the HM DCP (it being understood that no assets or liabilities related to any such individual's account balance in the Paramount DCP will be transferred to the S&S DCP) Plan and (B) at Closing, transfer of the HM DCP to a tax-qualified defined contribution plan sponsored Xxxxx Muse and (ii) the Parent and the Purchaser shall cause Xxxxx Muse to assume the HM DCP at Closing and to honor the terms of the distribution election previously made by the Purchaser or any designated individuals, subject to the terms of its Subsidiariesthe HM DCP." (ss) The following sentence is hereby inserted at the end of Section 6.03: "For the avoidance of doubt, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to and the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees acknowledge that the active participation term "Former Business Employees" for all purposes under this Agreement shall mean all individuals who were at any time employed in a publishing business other than the Consumer Business, including but not limited to former employees of Continuing Employees in the Seller Plans shall terminate those businesses previously disposed of and set forth on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the PurchaserSchedule 8 attached hereto." (iitt) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 6.05(a) of the UK Xxxxxxxx Xxx 0000 or pursuant to Stock Purchase Agreement is hereby amended by inserting the rules text "(other than severance liability arising from any claim by any Business Employee for the disputed severance benefits described in Schedule 7)" at the end of clauses (ii), (v) and (vii) thereof. (uu) Section 6.05(b) of the Royal Bank of Scotland Group Pension Fund or Stock Purchase Agreement is hereby amended by inserting the following text at the beginning thereof: "Except as may be otherwise agreed by a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000.Business Employee and Purchaser,"

Retirement Plans. The Seller shall retain all liabilities and obligations of the Seller and its Affiliates under its "employee pension benefit plans" (ias defined in Section 3(2) With of ERISA) (the "Seller's Pension Plans") and all assets thereunder and none of the Seller or any of its Affiliates shall have any Liability under or with respect to any "employee pension benefit plans" of the Purchaser or its Affiliates. The Seller shall cause all Transferred Employees to become 100% vested in their accrued benefits under the Marconi USA Wealth Accumulation Plan (the "Marconi 401(k) Plan") and the Marconi Retirement Plan, and the Purchaser and its Affiliates shall not have any responsibility with respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which Seller's Pension Plans. The Purchaser shall cooperate with the Continuing Seller to provide such current information regarding Transferred Employees participate (all such plansas permitted by law on an ongoing basis as may be necessary to facilitate payment of pension benefits from the Seller's Pension Plans. To the extent necessary, the “Seller shall cause the sponsor of the "Marconi 401(k) Plan”" to amend the Marconi 401(k) and Plan to permit, after the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior Closing Date to the extent permitted under the requirements of the Code applicable Effective Hire Dateto qualified retirement plans, Transferred Employees to elect to receive a distribution of benefits under the Seller Parties shall cause all Continuing Marconi 401(k) Plan and to permit Transferred Employees participating in to elect to roll over such plans amounts (including any outstanding loans) to be fully vested in their respective accounts thereunder. In a defined contribution plan of the event that a Continuing Employee makes a voluntary election pursuant to Purchaser ("Purchaser 401(k) Plan") satisfying the requirements of Section 401(a)(31401(a) of the Code to rollover such Continuing Employee’s account balance in and including a cash or deferred arrangement satisfying the Seller requirements of Section 401(k) of the Code. The Purchaser shall cause the sponsor of the Purchaser 401(k) Plan to a tax-qualified defined contribution plan sponsored by amend the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover 401(k) Plan to the extent necessary and to the maximum extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts applicable law to cooperate with the Purchaser accept rollover contributions of all amounts (including promissory notes evidencing outstanding loans) distributed to effect the rollover or on behalf of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Marconi 401(k) Plan.

Retirement Plans. (ia) With respect to Seller shall fully vest all Company Employees in their account balances under the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) retirement savings plan in which the Continuing such Company Employees participate (all such plans, the “Seller Seller’s 401(k) Plan”), effective as of the Closing. Effective as of the Closing, Parent shall maintain or designate, or cause to be maintained or designated, a defined contribution plan and related trust intended to be qualified under Sections 401(a), 401(k) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31501(a) of the Code to rollover such Continuing Employee(the “Parent’s account balance in the Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored by Plan”). Effective as of the Purchaser or any of its SubsidiariesClosing, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal RequirementCompany Employees shall cease participation in Seller’s 401(k) Plan. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Company Employees shall be eligible to participate and shall commence participation in benefit programs provided by Parent’s 401(k) Plan in accordance with the Purchaserterms of Parent’s 401(k) Plan. Seller and Parent shall cooperate to permit each Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) to Parent’s 401(k) Plan in cash in an amount equal to the full account balance distributed to such Company Employee from Seller’s 401(k) Plan. Parent will use reasonable best efforts to permit such rollover contributions in the form of notes representing an employee loan under Seller’s 401(k) Plan and Parent shall take (or cause to be taken) any and all reasonable action as may be required to provide that Company Employees may continue to service any such loans through payroll deductions after the Closing. (iib) With regard to The Southern Company Pension Plan or the occupational pension scheme known as successor plan thereto (the Royal Bank of Scotland Group “Seller Pension FundPlan”), each Pension Participant shall cease to be a participant under such plan effective as of RBS the Closing. Seller shall fully vest all Company Employees participating in the Seller Pension Plan effective as of the Closing. Effective as of the Closing, Parent shall have in effect a defined benefit pension plan intended to be tax-qualified (the “Parent Pension Plan” which may, for the avoidance of doubt, be a preexisting plan of Parent) in which the Pension Participants shall be eligible to participate. As soon as practicable (but, subject to the final sentence of this Section 6.3(b), in no event more than 35 days) after the Closing (the “Pension Transfer Deadline”), Seller shall cause the calculation and Sempra Energytransfer to the Parent Pension Plan of assets equal to (i) the amount required to be transferred pursuant to Section 414(l) of the Code and such other applicable Law, severallyas determined using the actuarial assumptions and methodology consistent with those used by Seller in its measurement of the accumulated benefit obligation of the Seller Pension Plan under Accounting Standards Codification Section 715 (the “ABO”) with respect to the Pension Participants as of the Closing (which actuarial assumptions and methodology are set forth in the Seller Pension Materials), but not jointlysubject to any changes made to such actuarial assumptions and methodology in the ordinary course of business consistent with past practice that are acceptable to the actuaries of Seller and Parent or, if applicable, the Chief Actuary under the procedures contemplated by Section 6.3(e), and subject to any requirements under such Section of the Code and ERISA (the “Section 414(l) Amount”); plus (ii) for the period between the Closing and the date such assets are transferred (the “Pension Transfer Date”), an interest increment on the unpaid Section 414(l) Amount at the rate equal to the yield on the three-month U.S. Treasury Xxxx rate as of the Closing (such rate of interest, the “Interest Rate”); less (iii) any benefit payments that are made from the Seller Pension Plan to each Pension Participant for the period between the Closing and the Pension Transfer Date; less (iv) any costs or expenses incurred by Seller in accordance respect of Pension Participant benefits of the Seller Pension Plan for the period between the Closing and the Pension Transfer Date (the sum of (i) through (iv), the “Pension Transfer Amount”). The transfer of the amount from the Seller Pension Plan to the Parent Pension Plan shall be made in cash. The Parent Pension Plan shall recognize and credit all service (including for purposes of benefit accrual) of the Pension Participants credited under the Seller Pension Plan with respect to the accrued benefits transferred. Following such applicable transfer from the Seller Party’s Indemnity SharePension Plan to the Parent Pension Plan, will the Seller Pension Plan shall have no liability to or with respect to any Pension Participant with respect to their accrued benefits under the Seller Pension Plan, and Parent shall indemnify and hold harmless the Purchaser Seller and each of its Affiliates from all liabilities, costs and against expenses that may result to Seller or such Affiliates or the Seller Pension Plan from any claim by or on behalf of any Pension Participant for any benefit payable under the Seller Pension Plan. To the extent that the amount of assets transferred to the Parent Pension Plan pursuant to this Section 6.3(b) is less than the ABO (such as because of the operation of Section 414(l) of the Code), Seller shall pay Parent the difference in cash (plus interest at the Interest Rate for the period from the Closing Date through the date of such payment) no later than the Pension Transfer Deadline (or, if later, the date of final transfer pursuant to the final sentence of this Section 6.3(b)). Notwithstanding the foregoing, if the asset transfer contemplated by this Section 6.3(b) is not made by the Pension Transfer Deadline, then no later than the Pension Transfer Deadline, Seller shall transfer to the Parent Pension Plan an amount in cash equal to 90% of Seller’s actuaries’ reasonable estimate of the Pension Transfer Amount, and Seller shall transfer the remaining amount in cash contemplated to be transferred by this Section 6.3(b) (for the avoidance of doubt, including interest at the Interest Rate for the period from the Closing Date through the date of such transfer) within 90 days following the Closing Date (or such later time as contemplated by Section 6.3(e)). (c) Parent shall provide each former employee who was employed by the Company as of his or her last day of employment and retired prior to the Closing and is included on a list provided by Seller to Parent prior to the date hereof, as such list is updated through Closing pursuant to Section 5.1(a)(iii)(y)(C) (a “Retiree Welfare Participant”) with benefits that are equivalent to those benefits that would have been available to such Retiree Welfare Participant had he or she remained covered under the Southern Company Services, Inc. Healthcare Plan for Retirees, the Southern Company Services, Inc. Retiree Life Insurance Plan or the Southern Company Services, Inc. Health and Welfare Benefits Plan, as applicable, as in effect on the date hereof, for the period beginning immediately following the Closing and ending on the fifth anniversary thereof (such period, the “Protection Period”). Notwithstanding the foregoing, Parent may change the benefits provided to Retiree Welfare Participants during the Protection Period, as long as the replacement benefits for each Retiree Welfare Participant has an actuarial value that is no less than the actuarial value of the Seller Retiree Welfare Benefits for such Retiree Welfare Participant and there is no reduction in the employer contribution to such benefits. For the avoidance of doubt, Retiree Welfare Participants who are grandfathered or capped immediately prior to Closing, will continue to be considered grandfathered or capped, as applicable, during the Protection Period, regardless of how such categories may be defined with respect to Parent Retirees. After the expiration of the Protection Period, Parent may continue to provide retiree health and welfare benefits to Retiree Welfare Participants provided that Parent must treat Retiree Welfare Participants consistent with the manner in which it treats similarly situated (in terms of age and tenure of service (after giving effect to crediting of service for service with the Company before the Closing)) retirees of Parent and its Affiliates (“Parent Retirees”). As soon as practicable following the Closing, the assets held in the Seller Welfare Trust (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer), shall be transferred to a voluntary employees beneficiary association plan maintained by Parent (the “Parent Welfare Trust”). The Seller Welfare Trust assets shall be transferred in cash. In addition, as soon as practicable after the Closing, the assets held in the Seller 401(h) Account shall be transferred to the Parent Pension Plan (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer). The Seller 401(h) Account assets shall be transferred in cash. For the Protection Period, Parent shall, or shall cause an Affiliate to, allow otherwise eligible Retiree Welfare Participants to enroll in the retiree medical benefits contemplated under this Section 6.3(c). (d) With regard to The Southern Company Supplemental Executive Retirement Plan (the “Seller SERP”), The Southern Company Supplemental Benefit Plan (the “Seller SBP”), and the Southern Company Deferred Compensation Plan (the “Seller DCP”), and pursuant to the Southern Company Change in Control Benefits Protection Plan (the “Seller Change in Control Plan”), Seller shall fully vest all Company Employees and all losses Pension Participants participating in the Seller SERP, the Seller SBP, and Liabilities the Seller DCP (collectively, the “Nonqualified Benefits Participants”), and, as soon as practicable following the date hereof, Seller shall fund the Southern Company Deferred Compensation Trust (the “Seller DC Trust”) as required by the Seller Change in Control Plan with respect to the Company Employees and all Pension Participants (subject to the provisions of Section 6.3(e)). Effective as of the Closing, each Nonqualified Benefits Participant shall cease to be a participant under the Seller SERP, the Seller SBP, and the Seller DCP, and Parent shall provide each Nonqualified Benefits Participant with the benefits that are accrued as of the Closing in respect of service prior to the Closing on the payment terms that apply as of the date hereof to such Nonqualified Benefits Participant under the Seller SERP, the Seller SBP, and the Seller DCP (such benefits provided by Parent, the “Parent SERP”, the “Parent SBP”, and the “Parent DCP”). Effective as of the Closing, Parent shall establish a net aftertrust (the “Parent DC Trust”) substantially similar to the Seller DC Trust to hold assets to pay benefits to Nonqualified Benefits Participants under the Parent SERP, the Parent SBP, and the Parent DCP. As soon as practicable following the Closing, the assets and the liabilities associated with the Nonqualified Benefits Participants in the Seller DC Trust (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer) shall be transferred to the Parent DC Trust. The Seller DC Trust assets shall be transferred in cash. (e) Seller shall cause its actuaries to provide Parent a report of the actuaries’ determinations under Sections 6.3‎(b), 6.3(c) and 6.3(d) within 90 days of the Closing Date and any back-Tax basisup information reasonably required by Parent to confirm the accuracy of such determinations. If Parent disputes the accuracy of any calculation, Parent and Seller shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. To the extent that a dispute is unresolved after a 45-day period following identification of such dispute, the calculations shall be verified by the Chief Actuary, Retirement, of AON Xxxxxx (the “Chief Actuary”). The decision of the Chief Actuary shall be final, binding and conclusive on Seller and Parent. Seller and Parent shall share equally the costs of the Chief Actuary incurred in connection with its determination pursuant to this Section 6.3(e). Any amounts that the Chief Actuary determines are required to be paid as a result of its determination under this Section 6.3(e) shall be paid within 30 days of a request in writing following the Chief Actuary’s determination (plus interest at the Interest Rate for the period from the Purchaser to do so, which arise wholly and directly from Closing Date through the participation date of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000such payment).

Retirement Plans. (ia) With respect As soon as practicable following the Closing Date, Seller and its Affiliates shall permit the account balances of the Transferred Company Employees in any tax-qualified defined contribution plans of Seller and its Affiliates to be distributed in accordance with the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all terms of such plans, and for not less than one year following the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Closing Date IPH shall permit Transferred Company Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, extent still employed by IPH and its Affiliates (including the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31Transferred Company and its Subsidiaries) of the Code to rollover such Continuing Employee’s account balance distribution (including a rollover of outstanding participant loans not then in the Seller 401(kdefault) Plan to into a tax-qualified defined contribution plan sponsored maintained by IPH or its applicable Affiliate. (b) The parties agree to the Purchaser following terms with respect to treatment of Transferred Company Employees covered by an Assumed CBA who participate in the Ameren Retirement Plan (the “Union Pension Participants”): (i) Without limiting the generality of Section 6.1(b), IPH shall, effective as of the Closing Date, establish or any of its Subsidiaries, maintain a cash balance pension plan (the Purchaser agrees to cause such “IPH Cash Balance Plan”) and a related funding arrangement which are qualified and tax-qualified defined contribution plan exempt under Sections 401(a) and 501(a), respectively, of the Code. The IPH Cash Balance Plan shall contain terms substantially identical to accept such rollover those of the Ameren Retirement Plan as is applicable to the extent permitted by Legal RequirementUnion Pension Participants as of the Closing Date. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall IPH will cause the Transferred Companies IPH Cash Balance Plan to notify Continuing Employees expressly provide that the active participation of Continuing Employees any Union Pension Participants will become participants in the Seller Plans shall terminate on the applicable Effective Hire Date IPH Cash Balance Plan as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the PurchaserClosing Date. (ii) With regard Unless the IPH Cash Balance Plan and its related trust has received a favorable determination letter or opinion letter as to its qualification (and no circumstances have occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification), IPH shall timely submit the IPH Cash Balance Plan to the occupational pension scheme known as Internal Revenue Service for a determination that the Royal Bank IPH Cash Balance Plan and its related trust are qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of Scotland Group Pension Fundthe Code. IPH shall, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, respect to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in each Union Pension Participant, continue to maintain the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under IPH Cash Balance Plan on the terms contemplated by this Section 75 6.3(b) at least until expiration of the UK Xxxxxxxx Xxx 0000 Assumed CBA applicable to such Union Pension Participant. (c) Seller will retain responsibility for all liabilities under non-qualified deferred compensation plans that are Seller Benefit Plans in respect of pre-Closing service of Transferred Company Employees. As of no later than the Closing Date, Seller shall provide to IPH a list of all Transferred Company Employees who participated as of the date of such notice in any Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and IPH shall endeavor in good faith to notify Seller of the separation from service (within the meaning of Section 409A of the Code) of any such Transferred Company Employee from IPH or pursuant its Affiliates not later than 10 days following such separation, provided that neither IPH nor its Affiliates shall be liable to Seller, its Affiliates or any other Person by reason of a failure to provide such notice. (d) Seller will retain responsibility for any liabilities under the Seller Retiree Medical Plan and provide coverage under the Seller Retiree Medical Plan in respect of any Transferred Company Employee who, as of the Closing Date (i) is receiving benefits (or otherwise eligible to receive benefits) or (ii) would be eligible to begin receiving benefits under such plans upon a termination of employment immediately prior to the rules Closing (with such coverage to commence upon any subsequent termination of employment with IPH upon or following the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Closing).

Retirement Plans. (ia) With Effective as of the Closing Date, Buyer will assume sponsorship of the Seller Defined Benefit Plans (and shall assume the liability for any required contributions with respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees thereto accrued but not paid as of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Closing Date) and the Seller Defined Contribution Plans, as well as the trusts maintained in connection with such plans. Buyer shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as Buyer may reasonably require to determine the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In service and accrued benefits (or account balances, as the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31case may be) of the Code to rollover such Continuing Employee’s account balance participants and former participants in the Seller 401(kDefined Benefit Plans and the Seller Defined Contribution Plans. (b) Effective as of the Closing Date, Buyer will assume sponsorship of the Anchor Glass Container Corporation Non-Qualified Additional Credited Service and ERISA Excess Plan and the Diamond-Bathhurst Inc. Preferred Compensation Plan, as well as the "rabbi trust" maintained in connection therewith. Buyer shall be entitled to receive from Seller, within a tax-qualified defined reasonable time after the Closing Date, such pertinent data or information as Buyer may reasonably require to determine the service and accrued benefits of participants and former participants in such Plans. (c) Seller contributes to the Multiemployer Plans listed on Schedule 3.13(d). In connection with Buyer's assumption of the collective bargaining agreements. Buyer will assume, effective as of the Closing Date, Seller's obligations to contribute to the Multiemployer Plans. Accordingly, to avoid the imposition of any withdrawal liability on Seller, Buyer shall: (A) contribute to each Multiemployer Plan for substantially the same number of contribution base units for which Seller has an obligation to contribute prior to the Closing Date; (B) provide to each Multiemployer Plan for a period of five plan sponsored years commencing with the first plan year beginning after the Closing Date, a bond to be obtained by the Purchaser Buyer issued by a corporate surety corporation, or a sum to be provided by Buyer held in escrow by a bank or similar financial institution, or an irrevocable letter of credit to be obtained by Buyer, equal to the greater of (I) the average annual contribution required to be made by Seller under the Multiemployer Plans for the three plan years preceding the plan year in which the Closing Date occurs or (II) the annual contribution that Seller was required to make under each Multiemployer Plan for the last plan year prior to the plan year in which the Closing Date occurs, or shall obtain a waiver of the requirements to provide any of its Subsidiariesthe foregoing or shall comply with alternatives acceptable to the Multiemployer Plan or Plans, in order to ensure compliance with Section 4204 of ERISA. Buyer shall cooperate with Seller to obtain a waiver of the bond, escrow or letter of credit requirement set forth above. If at any time during the first five plan years beginning after the Closing Date, Buyer withdraws from, or fails to make a required contribution to one of the Multiemployer Plans, the Purchaser agrees bond, escrow, or letter of credit obtained with respect to cause such tax-qualified defined contribution plan Multiemployer Plan, if any, shall be paid to accept such rollover Multiemployer Plan. Notwithstanding any other provision hereof, Buyer's obligations under this Section 9.01(c) are limited to the extent permitted by Legal Requirementnecessary to comply with Section 4204 of ERISA. The If Buyer effects a complete or partial withdrawal from a Multiemployer Plan during the first five plan years following the Closing Date and the Buyer fails to make any withdrawal liability payment to the Multiemployer Plan when due, then Seller Parties shall use commercially reasonable efforts be secondarily liable to cooperate the Multiemployer Plan for any unpaid withdrawal liability to the extent that Seller would have incurred such liability following the Closing Date had Buyer not agreed to the provisions of this Section. Seller's obligations set forth in this paragraph shall continue with respect to events that occurred prior to the Purchaser last day of the five plan year period referred to effect the rollover in this Section 9.01(c) (regardless of when notice of such account balancesliability is received by either Buyer or Seller). The Either Buyer or Seller Parties shall promptly notify the other party of any demand for payment of withdrawal liability received by Buyer or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing five years from the Purchaser Closing Date. Buyer and Seller agree to do so, which arise wholly and directly from take all such further action as may be necessary to satisfy the participation sale of RBS Sempra Metals Limited assets exception requirements set forth in the Royal Bank Section 4204 of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000ERISA.

Retirement Plans. (ia) With respect to As of the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which Closing, Seller will cause Employees as of the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans Closing Date to be fully vested in their respective accounts thereunderaccrued benefits under the Retirement Plans, as defined in Section 1.2(b)(vii). In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) As of the Code Closing, Seller will no longer accept contributions to rollover such Continuing Employee’s account balance in the Seller 401(k) Plan with respect to a tax-qualified defined contribution plan sponsored by any Hired Employees and Seller will no longer match employee contributions to the 401(k) Plan with respect to any Hired Employees. Neither Purchaser or nor any of its SubsidiariesAffiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller, or with respect to any claims made with respect to benefits allegedly payable thereunder. (b) The following provisions shall apply with respect to the Sheet Metal Workers' National Pension Fund (the "Multiemployer Pension Plan") to which Seller contributes pursuant to the applicable collective bargaining agreements so that the transfer of the Acquired Assets shall be covered under Section 4204 of ERISA and shall not be deemed a complete or partial withdrawal under Title IV of ERISA: (1) Effective on and after the Closing Date, Purchaser or one of its Affiliates shall contribute to the Multiemployer Pension Plan for substantially the same number of contribution base units for which Seller had an obligation to contribute under the applicable collective bargaining agreement. (2) Purchaser and Seller shall (i) prior to the Closing Date, jointly inform the Multiemployer Pension Plan in writing of their intention that the sale of assets hereunder be covered by Section 4204 of ERISA, and (ii) immediately upon signing of this Agreement, use their best efforts to demonstrate jointly to the satisfaction of the Multiemployer Pension Plan that no Purchaser's bond or escrow is required under Section 4204( a)(1)(B) of ERISA and the regulations promulgated thereunder, and that Seller's secondary liability under Section 4204( a)(1)(C) of ERISA should be waived. If after reasonable such efforts, Purchaser and Seller are unable to so demonstrate to the satisfaction of the Multiemployer Pension Plan, the Purchaser agrees to cause shall , within ten (10) days of receiving such tax-qualified defined contribution plan to accept such rollover determination from the Multiemployer Pension Plan, but in no event later than December 31, 1999, provide to the extent permitted Multiemployer Pension Plan a bond issued by Legal Requirement. The a corporate surety company that is an acceptable surety for purposes of ERISA Section 412, or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Pension Plan, in an amount equal to the greater of: (i) the average annual contribution required to be made by Seller Parties shall use commercially reasonable efforts with respect to cooperate with the Purchaser to effect operations of the rollover of such account balances. The Seller Parties shall or shall cause Business covered under the Transferred Companies to notify Continuing Employees that Multiemployer Pension Plan for the active participation of Continuing Employees three plan years preceding the plan year in which the Seller Plans shall terminate on the applicable Effective Hire Closing Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser.occurs, or (ii) With regard the annual contribution that Seller was required to make with respect to the occupational pension scheme known as operations of the Royal Bank Business under the Multiemployer Pension Plan for the last plan year before the plan year in which the Closing Date occurs. Such bond or escrow shall be maintained by Purchaser for a period of Scotland Group five plan years commencing with the first plan year beginning after the Closing Date. The bond or escrow shall be paid to the Multiemployer Pension FundPlan if the Purchaser withdraws from such plan, each or fails to make a contribution to such plan when due, at any time during the first five plan years beginning after the Closing Date. (3) If during the first five plan years beginning after the Closing Date, the Purchaser withdraws in a complete or partial withdrawal with respect to the operations of RBS the Business covered by the Multiemployer Pension Plan, Seller will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Pension Plan with respect to such operations (but for ERISA Section 4204) if the liability of the Purchaser with respect to the Multiemployer Pension Plan is not paid. In lieu of incurring such secondary liability, Seller shall have the right in its discretion to pay any withdrawal liability of Purchaser in the event it deems it in its best interests to do so. (4) Purchaser shall provide written notice to Seller within thirty (30) days prior to any request by Purchaser to the Pension Benefit Guaranty Corporation (PBGC) of a request for a variance from the bond or escrow requirement set forth in Section 6.3(b)(2). Purchaser and Sempra Energy, severally, but not jointlySeller shall jointly inform the PBGC in writing of their intention that the sale of assets hereunder be covered by Section 4204 of ERISA, and in accordance use their best efforts to demonstrate jointly to the satisfaction of the PBGC that no Purchaser's bond or escrow is required under Section 4204(a)(1)(B) of ERISA and the regulations promulgated thereunder, and that Seller's secondary liability under Section 4204( a)(1)(C) should be waived. If the PBGC fails to grant a variance both with respect to the bond or escrow requirement as to Purchaser and as to the secondary liability of Seller, Purchaser shall continue to maintain the bond or escrow required under Section 6.3(b)(2) until the end of the five plan year period specified therein. (5) Purchaser agrees to require the surety bonding company or escrow agent to give Seller notice within thirty days after the failure to timely pay any premium on any bond required under Section 6.3(b)(2), or any other default on any such applicable Seller Party’s Indemnity Share, will bond or escrow within the first five plan years of the Multiemployer Pension Plan immediately following the Closing Date. (6) Purchaser agrees to indemnify and hold harmless Seller for any withdrawal liability imposed by the Purchaser Multiemployer Pension Plan in connection with the transactions described in this Agreement and each of its Affiliates from and against any and all losses and Liabilities on liability, damages, cost or expense that Seller may incur as a net after-Tax basisresult of Purchaser's failure to timely post a bond or escrow funds, to be paid within 30 days of a request in writing from if required by the Purchaser to do soMultiemployer Pension Plan, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken Purchaser's failure to timely pay any premium on such bond or Purchaser's default for any other reason with respect to its obligation to provide such bond or escrow such funds. (7) Purchaser shall provide to the Multiemployer Pension Plan or the PBGC any security required in the event of Purchaser's liquidation or distribution of all or substantially all of its assets during the five plan year period. (8) If all, or substantially all, of Seller's assets are distributed, or if the Seller is liquidated, before the end of the five plan year period, then Seller shall provide a bond or amount in escrow to the extent required by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Multiemployer Pension Plan.

Retirement Plans. (i) With respect to Effective as of the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Closing Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Continuing Employee’s account balance in the Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored by the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties Applicable Law, BNY shall use commercially reasonable efforts take action to cooperate with provide that the Purchaser to effect account balances and accrued benefits, as applicable, of all Transferred Banking Employees under the rollover of such account balances. The Seller Parties shall or shall cause tax-qualified employee savings plan(s) (the "BNY'S SAVINGS PLAN") and pension plan(s) that are sponsored by BNY in the United States in which the Transferred Companies Banking Employees participated immediately prior to notify Continuing Employees that the active participation of Continuing Employees Closing Date shall vest in full. JPM shall take all action necessary to permit JPM's tax-qualified employee savings plan(s) maintained in the Seller Plans United States to, during the 90 day period following the Closing Date, accept rollover contributions of "eligible rollover distributions" (within the meaning of Section 402(c)(4) of the Code, but excluding any after-tax contributions and amounts attributable thereto) made to the Transferred Banking Employees from BNY's Savings Plan. For purposes of this Section, the term "eligible rollover distribution" shall terminate on include (i) the applicable Effective Hire Date as amount of which date such Continuing Employees shall be eligible any unpaid balance of any loan made to participate in benefit programs provided by the Purchaser. a Transferred Banking Employee under BNY's Savings Plan and (ii) With regard the promissory note (or other documentation) evidencing such loan. In addition and subject to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 occurrence of the UK Xxxxxxxx Xxx 0000 or pursuant Closing Date, in substitution for the 2% contribution and match under BNY's Savings Plan, prior to December 31, 2006, BNY shall pay the Transferred Corporate Trust Employees an amount in cash equal to 2% of each such Employee's compensation (as determined for this purpose under the terms of BNY's Savings Plan) earned through the Closing Date for the year in which the Closing Date occurs. Prior to the rules of Closing Date, BNY shall take all action necessary to effectuate the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000agreement set forth on SCHEDULE 13.2(f).

Retirement Plans. As of the Closing, Seller will cause Employees ---------------- to fully vest in their accrued benefits under the Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan, the Xxxxxxx & Xxxxxx Corporation Salaried Employees' Pension Account Plan and the Xxxxxxx & Xxxxxx Corporation Hourly Employees' Pension Account Plan (i) the "Retirement Plans"). Neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller. As soon as practicable after the Closing, to the extent permitted by Law and the terms of the Retirement Plans, Seller will permit distributions to Employees of their vested benefits under the Retirement Plans. With respect to Retirement Plans from which distributions may be made, Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees meaning of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31402(f)(2) of the Code Code) of the amounts distributed from the Retirement Plans to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such Continuing Employee’s account balance in amounts. To the extent distributions are not permitted under Law, the Purchaser and Seller 401(k) Plan will take such mutually agreed upon action with respect to Employees' plan accounts, whether that be a spin-off, trustee-to- trustee transfer to a tax-qualified defined contribution plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees retention in the Seller Retirement Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or for eventual distribution pursuant to the rules terms of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000such plan.

Retirement Plans. (ia) With As of the Closing, Seller will cause Employees to fully vest in their accrued benefits under the Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan (the "Savings Plan") and the Xxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan (the "Pension Plan" and, together with the Savings Plan, the "Retirement Plans"). Except as provided in Section 6.1.3(b), neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in Plans, which will be retained by Seller. As soon as practicable after the Continuing Employees participate (all such plansClosing, to the “Seller 401(k) Plan”) extent permitted by Law and the Retirement Savings Plan for terms of the Active Pension Plan, Seller will permit distributions to Employees of Sempra Energy Trading their accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (Canada) Limited, on or prior to within the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to meaning of Section 401(a)(31402(f)(2) of the Code to rollover such Continuing Employee’s account balance in Code) of the Seller 401(k) amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a taxrollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent distributions from the Pension Plan are not permitted under Law, Purchaser and Seller will take such mutually agreed upon action with respect to Employees' benefits, whether that be a spin-qualified defined contribution off, trustee-to-trustee transfer to a plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, or retention in the Purchaser agrees Pension Plan for eventual distribution pursuant to the terms of such plan. All distributions under the Pension Plan will satisfy all requirements for funding as are required by Law giving effect to the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by the terms of the Pension Plan. (b) As soon as reasonably practicable following the Closing, Seller will cause such tax-the trustee of the Savings Plan to transfer the account balances of Employees and Former Employees to the trustee of a qualified defined contribution plan to accept such rollover maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the extent permitted by Legal Requirementany portion of an account balance represents a participant loan, in which case the participant's loan obligation will be transferred to the trustee of Purchaser's Plan. The assets transferred from the Savings Plan to Purchaser's Plan will be equal to the account balances of the transferring Employees and Former Employees as of the valuation date immediately preceding the date of transfer. No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller Parties shall use commercially have received such assurances as are reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation applicable provisions of Continuing Employees in the Seller Plans shall terminate on Code have been satisfied. Purchaser will take such action as may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the applicable Effective Hire Date as transfer with an initial account balance that is at least equal to the account balance transferred with respect to such Employee and Former Employee from the Savings Plan, and to provide all benefits protected by law, including optional forms of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaserbenefit. (iic) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS Purchaser and Sempra Energy, severally, but not jointlySeller will, and in accordance with such applicable Seller Party’s Indemnity Sharewill cause Imperial Canada to, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and take all losses and Liabilities on a net after-Tax basissteps as are necessary or reasonably requested by Purchaser, to be paid within 30 days transfer the sponsorship of the Canadian Pension Plan to Purchaser, or one of Purchaser's Affiliates (including obtaining all required governmental and third party consents). To the extent such a request in writing from transfer is not permitted by the terms of the Canadian Pension Plan or applicable Law, Seller and Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited will permit distributions or make other arrangements in the Royal Bank of Scotland Group same manner as contemplated with respect to Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken Plan by the UK Pensions Regulator under Part 1 third and fourth sentences of the Pensions Xxx 0000Section 6.1.3(a), subject to applicable law.

Retirement Plans. (i) With respect to Certain of Prince's salaried and union employees ("DB Participants") are participants in The Retirement Plan of the Sempra Energy Trading LLC Retirement Savings Plan Company (the "Company's DB Plan") which has been and any other 401(k) plan in which will remain sponsored by the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan Company for the Active Employees benefit of Sempra Energy Trading (Canada) Limited, on or prior to eligible employees of the applicable Effective Hire Date, Company and its Affiliates. All benefits accrued by DB Participants under the Seller Parties Company's DB Plan will remain the liability of Company's DB Plan after the Closing Date and no assets of the Company's DB Plan will be transferred in connection with this transaction. All accrued benefits of DB Participants under the Company's DB Plan shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) as of the Code to rollover such Continuing Employee’s account balance in the Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored by the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the PurchaserClosing Date. (ii) With regard Certain of Prince's salaried and union employees ("DC Participants") are participants in the Company's 401(k) Plan (the "Company's DC Plan") which has been and will remain sponsored by the Company for the benefit of eligible employees of the Company and its Affiliates. All account balances of DC Participants under the Company's DC Plan will remain the liability of Company's DC Plan after the Closing Date and no assets of the Company's DC Plan will be transferred in connection with this transaction. All account balances of DC Participants under the Company's DC Plan shall, as of the Closing Date, be fully vested. In any such case where distribution is available promptly following the Closing Date under the Company's DC Plan, Acquisition Company and the Phibro Parties shall reasonably cooperate to facilitate the occupational pension scheme known as direct rollover of distributions due the Royal Bank of Scotland Group Pension FundTransferred Employees (including outstanding loans), each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on where elected by a net after-Tax basisTransferred Employee, to any defined contribution plan intended to qualify under Section 401(a) of the Code adopted by Acquisition Company, provided any such plan shall not be paid within 30 days of a request in writing from the Purchaser required to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited accept any distribution not in the Royal Bank form of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of cash or the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000distributee's promissory note.

Retirement Plans. (i) With Effective as of the Closing or at such later time as is provided by by the Transition Services Agreement, Employees and Former Employees shall cease active participation in and accruing benefits under the Keokuk Steel Castings Inc. - National Castings, Inc. Merged Pension Plan For Hourly Employees and the ABC Rail Corporation Retirement and Disability Pension Plan (each a "Seller Defined Benefit Plan") and Seller will take, or cause to be taken, all such action as may be necessary to effect such cessation under each Seller Defined Benefit Plan as of the Closing. As soon as practicable after the Closing but not more than 30 days after the Closing, Buyer will take, or cause to be taken, all action as may be necessary to cause the Transferring Employees and with mutual agreement by Buyer and Sellers the former employees who are participants in any Seller Defined Benefit Plan as of the Closing (collectively, the "Transferred Participants") to become participants in a defined benefit pension plan or plans which meets the requirements for qualification under Section 401(a) of the Code to be established by Buyer or one of its Affiliates (each a "Buyer Defined Benefit Plan") as of the Closing and which provides each of the Transferred Participants benefits which are substantially equivalent to those provided under the Seller Defined Benefit Plan(s) as of the Closing. Each of the Transferred Participants shall be granted as of the Closing under the Buyer Defined Benefit Plan credit for such Transferred Participant's service which was recognized under the terms of the applicable Seller Defined Benefit Plan as of the Closing for purposes of eligibility, vesting, retirement eligibility and, subject to the transfer of assets and liabilities contemplated by Subsection (ii) below, benefit accrual. (ii) Within 90 days after Closing, Buyer will determine whether a Buyer Defined Benefit Plan will accept a transfer of assets and liabilities from either Seller Defined Benefit Plan in respect of the Transferred Participants (the "Pension Transfer"). If Buyer agrees to such a transfer, then, upon satisfaction of the requirements of Subsection (iii) and (iv) are fulfilled, Seller shall cause the Seller Defined Benefit Plan to transfer to the Buyer Defined Benefit Plan an amount (the "Pension Transfer Amount") in cash or in securities to be mutually agreed on by Seller and Buyer, in respect of the pension liabilities determined with respect to the Sempra Energy Trading LLC Retirement Savings Transferred Participants under the Seller Defined Benefit Plan as of the Closing. Such pension liabilities shall be determined as of the Closing as the present value of accumulated plan benefits as defined in Statement of Financial Accounting Standards No. 35, based on plan provisions in effect at Closing and applying assumptions used by Sellers which were used to determine the minimum funding requirements for the plan year ended June 30, 2,000, as described in the actuarial report for the Seller Defined Benefit Plan dated May, 2000; provided, however, that the Pension Transfer Amount will be not less than the greater of (i) a total amount of assets equal to the amount required to make the transfer compliant in all respects with requirements of Section 414(l) of the Code or a percentage of the assets of each Seller Defined Benefit Plan equal to the percentage of the liabilities of such Seller Defined Benefit Plan assumed by a Buyer Defined Benefit Plan, determined on the basis of actuarial methods and assumptions mutually agreeable to Buyer and Sellers. Interest on the Pension Transfer Amount from the Closing Date to the date of transfer at a rate of 8.50% compounded annually shall be transferred along with the Pension Transfer Amount. The amount necessary to comply with Section 414(l) of the Code shall be determined using actuarial assumptions mutually agreeable to Buyer and Sellers. (iii) Prior to any transfer of assets and liabilities, Buyer shall present Sellers with an opinion of counsel reasonably satisfactory to Sellers to the effect that each Buyer Defined Benefit Plan is in full force and effect, the Buyer Defined Benefit Plan complies with the applicable requirements set forth in Subsection (i) above, and the terms of the Buyer Defined Benefit Plan meet in all material respects the requirements of Section 401(a) of the Code (or can be timely amended to meet such requirements). (iv) Seller shall cause Seller's actuary to provide to Buyer, not more than 45 days after the Closing, a report with the Pension Transfer Amount determination, together with all information reasonably necessary to verify the accuracy of the determination of such amount. Buyer shall have the right to have Buyer's actuary review the determination of the Pension Transfer Amount and Buyer shall reply to Seller within 30 days of receiving Seller's report as to Buyer's opinion as to the accuracy of the calculations. If any differences between Buyer's and Seller's actuaries exist, Seller and Buyer shall work in good faith to resolve such differences. If any dispute cannot be resolved within 30 days of Buyer's reply to Seller, Buyer may decline to accept the Pension Transfer or Buyer and Seller shall within five days thereafter appoint a mutually acceptable actuary who shall review the calculations of Seller's and Buyer's actuaries and within 45 days after appointment render a final binding decision on the amount of the Pension Transfer Amount and who shall, in making such decision, be limited to either the position of Seller or Buyer. The cost of the mutually acceptable actuary shall be borne equally by Seller and Buyer. In connection with the procedure referred to herein, Seller and Buyer shall provide each other and the actuaries referred to herein access to the relevant business records and other relevant documents and shall permit the other party to consult with its employees and the employees of its Affiliates. (v) In transferring the assets and liabilities from any Seller Defined Benefit Plan to any Buyer Defined Benefit Plan, Buyer and its Affiliates and Seller and its Affiliates shall comply with all applicable requirements of Section 411(d)(6), 414(l) and 401(a)(12) of the Code. Buyer and its Affiliates shall, in the administration of each Buyer Defined Benefit Plan, comply with Section 411(d)(6), 414(l) and 401(a)(12) of the Code and regulations thereunder with regard to accrued benefits transferred from any Seller Defined Benefit Plan. Further, the applicable Buyer Defined Benefit Plan shall honor the provisions of the domestic relations orders that are contained in the personnel and pension files of the Employees and Former Employees which are delivered to Buyer and which previously have been determined qualified by Seller pursuant to Section 206(d)(3) of ERISA and Section 414(p) of the Code, and shall administer such orders in accordance with the terms thereof. Notwithstanding anything to the contrary in this Subsection (v), Buyer reserves the right to amend, modify or suspend any Buyer Defined Benefit Plan at any time or from time to time or terminate the plan at any time. (vi) In connection with the implementation of this Section 4.5, Buyer and its Affiliates and Seller and its Affiliates shall cooperate in the exchange of information, the notification of affected employees and in the preparation of any documentation required to be filed with the IRS, Department of Labor, PBGC or any other 401(kapplicable governmental agency. (vii) plan in which During the Continuing Employees participate (all such plans, period from and after the “Seller 401(k) Plan”) Closing and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, date of the Pension Transfer any Seller Parties shall cause all Continuing Employees participating in Defined Benefit Plan may pay to Transferred Participants or their beneficiaries any benefits to which such plans persons are then entitled under that Seller Defined Benefit Plan and which were accrued under that plan prior to be fully vested in their respective accounts thereunderthe Closing. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of any such payments are made, the Code to rollover such Continuing Employee’s account balance in Pension Transfer Amount and the Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored liabilities related thereto shall be reduced by the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover amount of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaserpayments. (iiviii) With regard Except with respect to the occupational pension scheme known as liabilities that have been actually transferred to the Royal Bank Buyer pursuant to this Section 4.5, Seller shall retain all liability for the administration, management and funding of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointlySeller Defined Benefit Plan, and in accordance Purchaser shall have no such liability with respect to such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Defined Benefit Plan.

Retirement Plans. The Seller shall retain all liabilities and obligations of the Seller and its Affiliates under its “employee pension benefit plans” (ias defined in Section 3(2) With of ERISA) (the “Seller’s Pension Plans”) and all assets thereunder and none of the Seller or any of its Affiliates shall have any Liability under or with respect to any “employee pension benefit plans” of the Sempra Energy Trading LLC Retirement Savings Purchaser or its Affiliates. The Seller shall cause all Transferred Employees to become 100% vested in their accrued benefits under the Marconi USA Wealth Accumulation Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller Marconi 401(k) Plan”) and the Marconi Retirement Savings Plan for Plan, and the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior Purchaser and its Affiliates shall not have any responsibility with respect to the applicable Effective Hire DateSeller’s Pension Plans. The Purchaser shall cooperate with the Seller to provide such current information regarding Transferred Employees as permitted by law on an ongoing basis as may be necessary to facilitate payment of pension benefits from the Seller’s Pension Plans. To the extent necessary, the Seller Parties shall cause all Continuing the sponsor of the “Marconi 401(k) Plan” to amend the Marconi 401(k) Plan to permit, after the Closing Date to the extent permitted under the requirements of the Code applicable to qualified retirement plans, Transferred Employees participating in to elect to receive a distribution of benefits under the Marconi 401(k) Plan and to permit Transferred Employees to elect to roll over such plans amounts (including any outstanding loans) to be fully vested in their respective accounts thereunder. In a defined contribution plan of the event that a Continuing Employee makes a voluntary election pursuant to Purchaser (“Purchaser 401(k) Plan”) satisfying the requirements of Section 401(a)(31401(a) of the Code to rollover such Continuing Employee’s account balance in and including a cash or deferred arrangement satisfying the Seller requirements of Section 401(k) of the Code. The Purchaser shall cause the sponsor of the Purchaser 401(k) Plan to a tax-qualified defined contribution plan sponsored by amend the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover 401(k) Plan to the extent necessary and to the maximum extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts applicable law to cooperate with the Purchaser accept rollover contributions of all amounts (including promissory notes evidencing outstanding loans) distributed to effect the rollover or on behalf of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Marconi 401(k) Plan.

Retirement Plans. (ia) As of the Closing, Seller will cause Employees to fully vest in their accrued benefits under the Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan and the Xxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan (collectively, the "Retirement Plans"). Neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller. As soon as practicable after the Closing, to the extent permitted by Law and the terms of the Retirement Plans, Seller will permit distributions to Employees of their vested benefits under the Retirement Plans. With respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in Plans from which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans distributions are to be fully vested in their respective accounts thereunder. In made, Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the event that a Continuing Employee makes a voluntary election pursuant to meaning of Section 401(a)(31402(f)(2) of the Code Code) of the amounts distributed from the Retirement Plans to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such Continuing Employee’s account balance in amounts. To the extent distributions are not permitted under Law, Purchaser and Seller 401(k) Plan will take such mutually agreed upon action with respect to Employees' plan accounts, whether that be a spin-off, trustee-to-trustee transfer to a tax-qualified defined contribution plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, or retention in the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover Retirement Plans for eventual distribution pursuant to the extent terms of such plan. All distributions under any Retirement Plan which is a defined benefit plan will satisfy all requirements for funding as are required by Law giving effect to the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect terms of the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the PurchaserXxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan. (iib) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointlySeller will, and in accordance with such applicable Seller Party’s Indemnity Sharewill cause Imperial Canada to, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and take all losses and Liabilities on a net after-Tax basissteps as are necessary or reasonably requested by Purchaser, to be paid within 30 days transfer to Purchaser, or one of Purchaser's Affiliates, the Canadian Pension Plan and the Canadian Pension Plan assets and liabilities (including obtaining all required governmental and third party consents). To the extent such a request in writing from transfer is not permitted by the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 terms of the UK Xxxxxxxx Xxx 0000 Canadian Pension Plan or pursuant applicable Law, Seller and Purchaser will permit distributions or make other arrangements as are contemplated with respect to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken Retirement Plans by the UK Pensions Regulator under Part 1 third and fourth sentences of the Pensions Xxx 0000Section 6.1.3(a).

Retirement Plans. (ia) With respect It is agreed by both parties that the Seller, Viacom or one of its Affiliates will continue to maintain all plans providing retirement benefits for the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which Business Employees, with all benefit accruals of such the Continuing Business Employees participate (all under such plansplans ceasing as of the Closing Date. In particular, the “Seller 401(k) Plan”) VPP shall retain all liability for pension and the Retirement Savings Plan for the Active other benefits accrued by Business Employees of Sempra Energy Trading (Canada) Limited, based on or pensionable service and compensation prior to the applicable Effective Hire DateClosing Date and neither the Purchaser nor any Acquired Subsidiary shall have any responsibility with respect thereto. The Purchaser shall cooperate with the Seller to provide such current information regarding the Business Employees on an ongoing basis as may be necessary to facilitate determinations of distribution eligibility of, and payments of benefits to, the Business Employees under the VPP or any other plan which continues to be maintained by the Seller or its Affiliates. (b) As soon as practicable after the Closing, the Seller Parties shall cause all Continuing prepare and deliver to the Purchaser a schedule listing the Business Employees participating who were participants in such plans the VIP prior to be fully vested in their respective accounts thereunderthe Closing Date. In The Purchaser agrees that it shall designate a defined contribution plan (the event "Purchaser's DC Plan") that will accept a Continuing Employee makes a voluntary election pursuant to "direct rollover", within the meaning of Section 401(a)(31) of the Code to rollover such Continuing Employee’s Code, of the account balance balances of the Business Employees participating in the Seller 401(k) VIP, including any loan obligation that a Business Employee may have in his or her account in the VIP. To the extent that a Business Employee transfers a loan obligation to the Purchaser's DC Plan, the Purchaser's DC Plan shall continue to accept repayments of such loan amounts and shall otherwise administer such loans in accordance with their terms and ERISA until such loan amounts are repaid or are foreclosed upon. Notwithstanding any other provision of this Agreement, no Business Employee who rolls over his or her account into the Purchaser's DC Plan shall have any rights to participate in or be entitled to benefits under the Purchaser's DC Plan to a tax-qualified defined contribution plan sponsored by an extent greater than the rights of any employee of the Purchaser or any of its Subsidiaries, an affiliate of the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover under the terms of the Purchaser's DC Plan prior to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts Closing Date, except as provided in Section 6.01(e) and except that loans transferred from the VIP to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser's DC Plan shall continue to have the terms such loans had prior to the Closing Date. Neither the Purchaser, an affiliate of the Purchaser, nor any Acquired Subsidiary shall have any obligation to make any matching contributions with respect to any Business Employee, except as provided under the Purchaser's DC Plan, on or after the Closing Date. (iic) With regard The Purchaser shall provide, or cause an Acquired Subsidiary to provide, continuation health care coverage to all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and Closing Date in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each continuation health care coverage requirements of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 4980B of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules Code and Title I, Subtitle B, Part 6 of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000ERISA ("COBRA").

Retirement Plans. (ia) With As of the Closing, Seller will cause Employees to fully vest in their accrued benefits under the Collins & Aikman Corporation Employees' Profit Sharing and Personal Saxxxxx Xlan (xxx "Savings Plan") and the Collins & Aikman Corporation Employees' Pension Account Plan (the "Penxxxx Xxan" xxx, together with the Savings Plan, the "Retirement Plans"). Except as provided in Section 6.1.3(b), neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in Plans, which will be retained by Seller. As soon as practicable after the Continuing Employees participate (all such plansClosing, to the “Seller 401(k) Plan”) extent permitted by Law and the Retirement Savings Plan for terms of the Active Pension Plan, Seller will permit distributions to Employees of Sempra Energy Trading their accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (Canada) Limited, on or prior to within the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to meaning of Section 401(a)(31402(f)(2) of the Code to rollover such Continuing Employee’s account balance in Code) of the Seller 401(k) amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a taxrollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent distributions from the Pension Plan are not permitted under Law, Purchaser and Seller will take such mutually agreed upon action with respect to Employees' benefits, whether that be a spin-qualified defined contribution off, trustee-to-trustee transfer to a plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, or retention in the Purchaser agrees Pension Plan for eventual distribution pursuant to the terms of such plan. All distributions under the Pension Plan will satisfy all requirements for funding as are required by Law giving effect to the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by the terms of the Pension Plan. (b) As soon as reasonably practicable following the Closing, Seller will cause such tax-the trustee of the Savings Plan to transfer the account balances of Employees and Former Employees to the trustee of a qualified defined contribution plan to accept such rollover maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the extent permitted by Legal Requirementany portion of an account balance represents a participant loan, in which case the participant's loan obligation will be transferred to the trustee of Purchaser's Plan. The assets transferred from the Savings Plan to Purchaser's Plan will be equal to the account balances of the transferring Employees and Former Employees as of the valuation date immediately preceding the date of transfer. No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller Parties shall use commercially have received such assurances as are reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation applicable provisions of Continuing Employees in the Seller Plans shall terminate on Code have been satisfied. Purchaser will take such action as may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the applicable Effective Hire Date as transfer with an initial account balance that is at least equal to the account balance transferred with respect to such Employee and Former Employee from the Savings Plan, and to provide all benefits protected by law, including optional forms of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaserbenefit. (iic) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS Purchaser and Sempra Energy, severally, but not jointlySeller will, and in accordance with such applicable Seller Party’s Indemnity Sharewill cause Imperial Canada to, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and take all losses and Liabilities on a net after-Tax basissteps as are necessary or reasonably requested by Purchaser, to be paid within 30 days transfer the sponsorship of the Canadian Pension Plan to Purchaser, or one of Purchaser's Affiliates (including obtaining all required governmental and third party consents). To the extent such a request in writing from transfer is not permitted by the terms of the Canadian Pension Plan or applicable Law, Seller and Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited will permit distributions or make other arrangements in the Royal Bank of Scotland Group same manner as contemplated with respect to Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken Plan by the UK Pensions Regulator under Part 1 third and fourth sentences of the Pensions Xxx 0000Section 6.1.3(a), subject to applicable law.

Retirement Plans. (i) With respect to As of the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Closing, Seller will cause Closing Date Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts accrued benefits under the Xxxxxxx & Xxxxxx Profit Sharing Account Plan, the Xxxxxxx & Xxxxxx Savings Account Plan and the Xxxxxxx & Xxxxxx Employees' Pension Account Plan (the "Retirement Plans"). Neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller, or with respect to any claims made with respect to benefits allegedly payable thereunder. In As soon as practicable after the event that a Continuing Employee makes a voluntary election pursuant Closing, but subject to the terms of the Retirement Plans and applicable Law, Seller will permit distributions or transfers of Closing Date Employees' vested benefits under the Retirement Plans. As soon as practicable after the Closing, Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the meaning of Section 401(a)(31402(f)(2) of the Code Code) of the amounts distributed from the Retirement Plans to each Closing Date Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such Continuing Employee’s account balance in amounts. To the extent distributions are not permitted under Law, the Purchaser and Seller 401(k) Plan will take mutually agreed upon action with respect to Closing Date Employees' plan benefits, whether that be a spin-off, trustee-to-trustee transfer to a tax-qualified defined contribution plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees retention in the Seller Retirement Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or for eventual distribution pursuant to the rules terms of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000such Retirement Plans.

Retirement Plans. As of the Closing, Seller will cause Employees to fully vest in their accrued benefits under the Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan, the Xxxxxxx & Xxxxxx Corporation Salaried Employees' Pension Account Plan and the Xxxxxxx & Xxxxxx Corporation Hourly Employees' Pension Account Plan (i) the "Retirement Plans"). Neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller. As soon as practicable after the Closing, to the extent permitted by Law and the terms of the Retirement Plans, Seller will permit distributions to Employees of their vested benefits under the Retirement Plans. With respect to Retirement Plans from which distributions may be made, Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees meaning of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31402(f)(2) of the Code Code) of the amounts distributed from the Retirement Plans to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such Continuing Employee’s account balance in amounts. To the extent distributions are not permitted under Law, the Purchaser and Seller 401(k) Plan will take such mutually agreed upon action with respect to Employees' plan accounts, whether that be a spin-off, trustee-to-trustee transfer to a tax-qualified defined contribution plan sponsored maintained by the Purchaser or any of its SubsidiariesAffiliates, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees retention in the Seller Retirement Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or for eventual distribution pursuant to the rules terms of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000such plan.

Retirement Plans. (i) With respect to As of the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Closing, Seller will cause Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In accrued benefits under the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Continuing Employee’s account balance in the Seller Joax Xxbrics Profit Sharing Retirement and Personal Savings Plan ("SELLER'S 401(k) PLAN") and the Joax Xxbrics Factory Hourly and Office Employee's Pension Plan to a tax-qualified defined contribution plan sponsored by the Purchaser or and Trust ("SELLER'S DEFINED BENEFIT PLAN," and collectively, "SELLER'S RETIREMENT PLANS"). Neither Products nor any of its Subsidiaries, the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover Subsidiaries or Affiliates will assume any liabilities or obligations with respect to the extent permitted Seller's Retirement Plans (except as provided in clause (ii)(B) below), which will be retained by Legal Requirement. The Seller Parties shall use commercially reasonable efforts Seller, or with respect to cooperate any claims made with the Purchaser respect to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaserbenefits allegedly payable thereunder. (ii) With regard As soon as practicable after the Closing and following (A) delivery by Products to Seller of a favorable IRS determination letter regarding a defined contribution plan of Products ("PRODUCTS' 401(K) Plan") or an opinion, reasonably satisfactory to Seller, of Products' counsel to the occupational pension scheme known effect that the terms of the Products' 401(k) Plan and its related trust qualify, as to form, under Section 401(a) and Section 501(a) of the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointlyCode, and in accordance with such applicable (B) delivery by Seller Party’s Indemnity Shareto Products of a favorable IRS determination letter regarding Seller's 401(k) Plan or an opinion, will indemnify reasonably satisfactory to Products, of Seller's counsel to the effect that the terms of Seller's 401(k) Plan and hold harmless its related trust qualify, as to form, under Section 401(a) and Section 501(a) of the Purchaser Code, Seller shall cause the trustee of Seller's 401(k) Plan to transfer all of the assets and each of its Affiliates from liabilities thereof attributable to Continuing Employees. Unless otherwise agreed by Seller and against any and all losses and Liabilities on a net after-Tax basisProducts, the assets to be paid within 30 days of a request in writing from the Purchaser transferred shall be cash and promissory notes for loans made to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000Continuing Employees.

Retirement Plans. (i) With respect Prior to, or contemporaneous with, Closing, Sellers shall cause the Company to establish the Sempra Energy Trading LLC Retirement Savings Plan and any other RSC 401(k) plan in which Plan for participants who are not covered by a collective bargaining agreement, and the Continuing Employees participate (all such plans, the “Seller RSC 401(k) Plan”) and the Retirement Union Savings Plan for participants who are covered by a collective bargaining agreement (collectively the Active Employees "Business Defined Contribution Plans"), and the terms of Sempra Energy Trading (Canada) Limited, on or prior the Business Defined Contribution Plans shall be substantially identical to the applicable Effective Hire Date, the Seller Parties shall cause all Continuing Employees participating in such plans to be fully vested in their respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Continuing Employee’s account balance in the Seller ACNA 401(k) Plan to a tax-qualified defined contribution plan sponsored by (the Purchaser or any of its Subsidiaries"Seller Defined Contribution Plan"), the Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees except that the active participation of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing only Business Employees shall be eligible to participate be participants in benefit programs provided by the PurchaserBusiness Defined Contribution Plans. Prior to or contemporaneous with the Closing, the participation of each Business Employee in the ACNA 401(k) Plan shall cease, and the account of each Business Employee, including any notes evidencing loans under the Seller Defined Contribution Plan, shall be transferred in kind directly to the appropriate Business Defined Contribution Plan. Subsequent to the transfer of the accounts of the Business Employees from the Seller Defined Contribution Plan to the Business Defined Contribution Plans, and not later than Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Seller Defined Contribution Plan. (ii) With regard Prior to, or contemporaneous with, Closing, Sellers shall cause a Seller Affiliate to become the occupational pension scheme known new sponsor of the Atlas Copco Pension Plan. All participants in the Atlas Copco Pension Plan (the "Pension Plan") as of the Royal Bank Closing Date shall remain participants on the same basis as immediately prior to Closing, except that the participation of Scotland Group Pension Fundthe Business Employees covered by the collective bargaining agreement between RSC, each of RBS and Sempra Energy, severally, but not jointlyor its predecessors, and in accordance with such applicable Seller Party’s Indemnity ShareLocal 324 of the International Union of Operating Engineers (the "Local 324 CBA") shall be terminated prior to Closing. From and after Closing, will ACAB shall indemnify and hold harmless the Purchaser and each of its Affiliates Investor Indemnified Parties from and against any and all losses and Liabilities on a net after-Tax basis, liability related to be paid within 30 days any modification or renegotiation of a request the Local 324 CBA in writing from connection with the Purchaser to do so, which arise wholly and directly from termination of the participation of RBS Sempra Metals Limited the members of that bargaining unit from participation in the Royal Bank of Scotland Group Atlas Copco Pension FundPlan. (iii) The Sellers shall make all required filings with the PBGC in connection with transactions contemplated in Section 7.4(e)(ii) and shall, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant prior to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of Closing, take all reasonable steps necessary to avoid any action taken by the UK Pensions Regulator under Part 1 of PBGC to terminate the Pensions Xxx 0000Pension Plan. The Sellers shall keep the Investors timely and fully informed regarding any communications and discussions with the PBGC regarding the foregoing.

Retirement Plans. (ia) With Effective as of the Closing Date, Consumers will cause New Anchor to assume sponsorship of the Seller Defined Benefit Plans, (and shall assume the liability for any required contributions with respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees thereto accrued but not paid as of Sempra Energy Trading (Canada) Limited, on or prior to the applicable Closing Date) and the Seller Defined Contribution Plans, as well as the trusts maintained in connection with such plans. New Anchor shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as New Anchor may reasonably require to determine the service and accrued benefits (or account balances, as the case may be) of participants and former participants in the Seller Defined Benefit Plans and the Seller Defined Contribution Plans. (b) Effective Hire as of the Closing Date, Consumers will cause New Anchor to assume sponsorship of the Anchor Glass Container Corporation Non-Qualified Additional Credited Service and ERISA Excess Plan and the Diamond Bathhurst Inc. Preferred Compensation Plan, as well as the "rabbi trust" maintained in connection therewith. New Anchor shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as New Anchor may reasonably require to determine the service and accrued benefits of participants and former participants in such Plans. (c) Seller contributes to the Multiemployer Plans listed on Schedule 3.13(d). In connection with their assumption of the collective bargaining agreements, OI will assume and Consumers will cause New Anchor to assume, in such proportions as Buyers shall jointly advise Seller, effective as of the Closing Date, Seller's obligations to contribute to the Multiemployer Plans. Accordingly, to avoid the imposition of any withdrawal liability on Seller, OI or New Anchor, as the case may be, shall, in the aggregate: (A) contribute to each Multiemployer Plan for substantially the same number of contribution base units for which Seller has an obligation to contribute prior to the Closing Date; (B) provide to each Multiemployer Plan for a period of five plan years commencing with the first plan year beginning after the Closing Date, a bond to be obtained by each Buyer or New Anchor issued by a corporate surety corporation, or a sum to be provided by each Buyer or New Anchor held in escrow by a bank or similar financial institution, or an irrevocable letter of credit to be obtained by each Buyer or New Anchor, equal to the greater of (I) the average annual contribution required to be made by Seller under the Multiemployer Plans for the three plan years preceding the plan year in which the Closing Date occurs or (II) the annual contribution that Seller was required to make under each Multiemployer Plan for the last plan year prior to the plan year in which the Closing Date occurs, or shall obtain a waiver of the requirements to provide any of the foregoing or shall comply with alternatives acceptable to the Multiemployer Plan or Plans, in order to ensure compliance with Section 4204 of ERISA. Each Buyer and New Anchor shall cooperate with Seller to obtain a waiver of the bond, escrow or letter of credit requirement set forth above. If at any time during the first five plan years beginning after the Closing Date, the Seller Parties shall cause all Continuing Employees participating in such plans applicable Buyer or New Anchor withdraws from, or fails to be fully vested in their respective accounts thereunder. In the event that make a Continuing Employee makes a voluntary election pursuant required contribution to Section 401(a)(31) one of the Code Multiemployer Plans, the bond, escrow, or letter of credit obtained by such Buyer or New Anchor with respect to rollover such Continuing Employee’s account balance Multiemployer Plan, if any, shall be paid to such Multiemployer Plan. Notwithstanding any other provision hereof, the obligations of each Buyer and New Anchor under this Section 9.01(c) are limited to the extent necessary to comply with Section 4204 of ERISA. If a Buyer or New Anchor effects a complete or partial withdrawal from a Multiemployer Plan during the first five plan years following the Closing Date and such Buyer or New Anchor fails to make any withdrawal liability payment to the Multiemployer Plan when due, then Seller shall be secondarily liable to the Multiemployer Plan for any unpaid withdrawal liability to the extent that Seller would have incurred such liability following the Closing Date had such Buyer or New Anchor not agreed to the provisions of this Section. Seller's obligations set forth in this paragraph shall continue with respect to events that occurred prior to the Seller 401(klast day of the five plan year period referred to in this Section 9.01(c) Plan to a tax-qualified defined contribution plan sponsored (regardless of when notice of such liability is received by the Purchaser or any of its Subsidiariesthe Buyers, New Anchor or Seller). Any of the Purchaser Buyers, New Anchor or Seller shall promptly notify the other parties of any demand for payment of withdrawal liability received by any of the Buyers, New Anchor or Seller within five years from the Closing Date. Buyers and Seller agree to take, and Consumers agrees to cause New Anchor to take, all such tax-qualified defined contribution plan further action as may be necessary to accept such rollover to satisfy the extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Purchaser to effect the rollover sale of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation assets exception requirements set forth in Section 4204 of Continuing Employees in the Seller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the PurchaserERISA. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a result of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000.