Common use of Retirement Plans Clause in Contracts

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (ai) It is agreed by both parties that With respect to the Seller or one of its Affiliates will continue to maintain Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the VPPContinuing Employees participate (all such plans, the Viacom Excess Pension Plan ("VEPP"“Seller 401(k) Plan”) and the VIPRetirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, with on or prior to the benefit accruals of applicable Effective Hire Date, the Business Seller Parties shall cause all Continuing Employees under participating in such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as respective accounts thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Closing Date. (b) As soon as practicable after the Closing Date, Code to rollover such Continuing Employee’s account balance in the Seller shall prepare and deliver 401(k) Plan to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a tax-qualified defined contribution plan designated sponsored by the Purchaser (or any of its Subsidiaries, the "PURCHASER'S DC PLAN") an amount equal Purchaser agrees to cause such tax-qualified defined contribution plan to accept such rollover to the aggregate account balances of extent permitted by Legal Requirement. The Seller Parties shall use commercially reasonable efforts to cooperate with the Business Employees and Former Business Employees participating in Purchaser to effect the VIP, including any loan obligation. To the extent that a loan obligation is transferred to the Purchaser's DC Plan, the Purchaser's DC Plan shall continue to accept repayments rollover 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller Parties shall or shall cause the Business Transferred Companies to notify Continuing Employees to be fully vested that the active participation of Continuing Employees in their account balances under the VIP Seller Plans shall terminate on the applicable Effective Hire Date as of the Closing Date. Prior which date such Continuing Employees shall be eligible 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 participate in benefit programs 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (cii) Following With regard to the Closing Dateoccupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, the Purchaser shall (i) provide continuation health care coverage to all Business Employees each of RBS and their qualified beneficiaries who incur a qualifying event on Sempra Energy, severally, but not jointly, and after the date hereof in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the continuation health care coverage requirements of Section 4980B of the Code Purchaser and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller and its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any each of its Affiliates isfrom and against any and all losses and Liabilities on a net after-Tax basis, on to be paid within 30 days of a request in writing from the Closing DatePurchaser to do so, providing such continuation coverage 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 to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior pursuant to the Closing Date rules of the Royal Bank of Scotland Group Pension Fund or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (theresult of action taken by the UK Pensions Regulator under Part 1 of the Pensions Xxx 0000.

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain fully vest all liabilities thereunder. The Seller shall cause the Business Company Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to be fully vested in their account balances under the VIP retirement savings plan in which such Company Employees participate (the “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 501(a) of the Code (the “Parent’s 401(k) Plan”). Effective as of the Closing, the Company Employees shall cease participation in Seller’s 401(k) Plan. The Company Employees shall be eligible to participate and shall commence participation in Parent’s 401(k) Plan in accordance with the terms 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. (b) With regard to The Southern Company Pension Plan or the successor plan thereto (the “Seller Pension Plan”), each Pension Participant shall cease to be a participant under such plan effective as of 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 transfer 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, as 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 Date. Prior (which actuarial assumptions and methodology are set forth in the Seller Pension Materials), subject to Closingany 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, one or more if applicable, the Chief Actuary under the procedures contemplated by Section 6.3(e), and subject to any requirements under such Section of the Publishing Subsidiaries shall have established a separate non-qualified deferred compensation plan Code and ERISA (the "S&S EIP"“Section 414(l) with terms Amount”); plus (ii) for the period between the Closing and benefits identical to those provided under the Viacom Excess Investment Plan date such assets are transferred (the "VEIP"“Pension Transfer Date”), an interest increment on the unpaid Section 414(l) and providing 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 unsecured contractual commitment to deliver at a future date all period between the Closing and the Pension Transfer Date; less (iv) any costs or expenses incurred by Seller in respect of Pension Participant benefits of the following: Seller Pension Plan for the period between the Closing and the Pension Transfer Date (the sum of (i) deferred compensation 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 to an account under the S&S EIPSeller Pension Plan with respect to the accrued benefits transferred. Following such transfer from the Seller Pension Plan to the Parent Pension Plan, (ii) deferred bonus compensation credited the Seller Pension Plan shall have no liability to an account or with respect to any Pension Participant with respect to their accrued benefits under the S&S EIPSeller Pension Plan, (iii) amounts credited and Parent shall indemnify and hold harmless Seller and its Affiliates from all liabilities, costs and expenses that may result to an account 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 S&S EIP 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 matching contributionsbecause of the operation of Section 414(l) of the Code), and Seller shall pay Parent the difference in cash (ivplus interest at the Interest Rate for the period from the Closing Date through the date of such payment) amounts credited no later than the Pension Transfer Deadline (or, if later, the date of final transfer pursuant to an account under the S&S EIP as investment income under final sentence of this Section 6.3(b)). Notwithstanding the foregoing amounts. The S&S EIP will assume foregoing, if 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 asset transfer contemplated by this Section 6.3(b) is not made by the VEIP participantsPension 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 parties hereto acknowledge 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 the VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection Parent must treat Retiree Welfare Participants consistent with the establishment manner in which it treats similarly situated (in terms of the S&S EIP age and the assumption thereof by the Purchaser. tenure of service (c) Following the Closing Date, the Purchaser shall (i) provide continuation health care coverage after giving effect to all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the date hereof in accordance crediting of service for service with the continuation health care coverage requirements Company before the Closing)) retirees of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller Parent and its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom (“Parent Retirees”). As soon as practicable following the Closing, the assets held in the Seller or any of its Affiliates is, on Welfare Trust (plus interest at the Interest Rate for the period from the Closing DateDate through the date of such transfer), providing such continuation coverage or shall be transferred to whom 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 or any of its Affiliates is under an obligation 401(h) Account shall be transferred to provide such continuation coverage the Parent Pension Plan (plus interest at the election Interest Rate for the period from the Closing Date through the date of such Former Business Employee transfer). The Seller 401(h) Account assets shall be transferred in cash. For the Protection Period, Parent shall, or qualified beneficiaryshall 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) Prior 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 Closing Date or Southern Company Change in Control Benefits Protection Plan (the “Seller Change in Control Plan”), Seller shall fully vest all Company Employees and all Pension Participants participating in the Seller SERP, the Seller SBP, and the Seller DCP (collectively, the “Nonqualified Benefits Participants”), and, as soon as practicable thereafterfollowing the date hereof, XxxxxxxxSeller 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 trust (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-Xxxx Canada up information reasonably required by Parent to confirm the accuracy of such determinations. If Parent disputes the accuracy of any calculation, Parent and Seller shall have established cooperate to identify the basis for such disagreement and registered act in good faith to resolve such dispute. To the extent that a separate defined benefit pension plan 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 (thethe “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 following the Chief Actuary’s determination (plus interest at the Interest Rate for the period from the Closing Date through the date of such payment).

Retirement Plans. (a) It is agreed by both parties that 5.1. All benefits accrued on or before the Seller or one Effective Date in respect of its Affiliates will continue to maintain all Executive Employees and Transferred Employees who are participants in the VPP, the Viacom Excess RTA Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing Rio Tinto SERP shall be "locked and frozen" as of the Closing Effective Date and Seller the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all liabilities thereunderExecutive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. The Seller Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the Business RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees to and Transferred Employees shall be fully vested in their accrued benefits in each accounts under such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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") plans and (ii) assume permit such individuals to elect to the obligation extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the Seller and its Affiliates to provide such continuation coverage to Former Business participant. As of the Effective Date, all employee contributions by the Executive Employees and their qualified beneficiaries to whom the Seller or Transferred Employees and obligations of any of its Affiliates is, on the Closing Date, providing such continuation coverage or Companies to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election make contributions in respect of such Former Business employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or qualified beneficiaryTransferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and The Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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 continuation coverage to Former Business Employees under its "employee pension benefit plans" (as defined in Section 3(2) of ERISA) (the "Seller's Pension Plans") and their qualified beneficiaries to whom all assets thereunder and none of the Seller or any of its Affiliates isshall 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, on and the Closing Date, providing such continuation coverage or Purchaser and its Affiliates shall not have any responsibility with respect to whom the Seller's Pension Plans. The Purchaser shall cooperate with the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at 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 election Seller's Pension Plans. To the extent necessary, the Seller shall cause the sponsor of such Former Business Employee or qualified beneficiary. (dthe "Marconi 401(k) Prior 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 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 amounts (including any outstanding loans) to a defined contribution plan of the Purchaser ("Purchaser 401(k) Plan") satisfying the requirements of Section 401(a) of the Code and including a cash or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada deferred arrangement satisfying the requirements of Section 401(k) of the Code. The Purchaser shall have established cause the sponsor of the Purchaser 401(k) Plan to amend the Purchaser 401(k) Plan to the extent necessary and registered a separate defined benefit pension plan to the maximum extent permitted by applicable law to accept rollover contributions of all amounts (theincluding promissory notes evidencing outstanding loans) distributed to or on behalf of Transferred Employees from the Marconi 401(k) Plan.

Retirement Plans. (a) It is agreed by both parties that As soon as practicable following the Closing Date, Seller or one of and its Affiliates will continue shall permit the account balances of the Transferred Company Employees in any tax-qualified defined contribution plans of Seller and its Affiliates to maintain be distributed in accordance with the VPPterms of such plans, and for not less than one year following the Viacom Excess Pension Closing Date IPH shall permit Transferred Company Employees to the extent still employed by IPH and its Affiliates (including the Transferred Company and its Subsidiaries) to rollover such distribution (including a rollover of outstanding participant loans not then in default) into a tax-qualified defined contribution plan maintained by IPH or its applicable Affiliate. (b) The parties agree to the following terms with respect to treatment of Transferred Company Employees covered by an Assumed CBA who participate in the Ameren Retirement Plan ("VEPP"the “Union Pension Participants”): (i) and Without limiting the VIPgenerality of Section 6.1(b), with the benefit accruals of the Business Employees under such plans ceasing IPH shall, effective as of the Closing Date Date, establish or maintain a cash balance pension plan (the “IPH Cash Balance Plan”) and Seller shall retain all liabilities thereundera related funding arrangement which are qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Code. The Seller IPH Cash Balance Plan shall contain terms substantially identical to those of the Ameren Retirement Plan as is applicable to the Union Pension Participants as of the Closing Date. IPH will cause the Business Employees IPH Cash Balance Plan to be fully vested expressly provide that any Union Pension Participants will become participants in their accrued benefits in each such plan the IPH Cash Balance Plan as of the Closing Date. (bii) As soon Unless the IPH Cash Balance Plan and its related trust has received a favorable determination letter or opinion letter as practicable after to its qualification (and no circumstances have occurred, whether by action or failure to act, that could reasonably be expected to cause the Closing Dateloss of such qualification), IPH shall timely submit the Seller shall prepare and deliver IPH Cash Balance Plan to the Purchaser Internal Revenue Service for a schedule listing determination that the Business Employees IPH Cash Balance Plan and Former Business Employees who were participants in the VIP as its related trust are qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Closing DateCode. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (the "PURCHASER'S DC PLAN") an amount equal to the aggregate account balances of the Business Employees and Former Business Employees participating in the VIPIPH shall, including any loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the loan obligations (which shall be transferred in participation of each Union Pension Participant, continue to maintain the form of promissory notes or other documentation thereof), the transfer shall be in cash or property as mutually agreed by Purchaser and Seller (which agreement shall not be unreasonably withheld) based IPH Cash Balance Plan on the value terms contemplated by this Section 6.3(b) at least until expiration of the account balances on the date of transfer, which shall occur as soon as reasonably practicable after the Closing. Upon Assumed CBA applicable to such transfer, the Purchaser's DC Plan shall assume the Union Pension Participant. (c) Seller will retain responsibility for all liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 plans that are Seller Benefit Plans in respect 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 amountspre-Closing service of Transferred Company Employees. The S&S EIP will assume the responsibility for all account balances, and earnings thereon, As 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) Following later than the Closing Date, the Purchaser Seller shall (i) provide continuation health care coverage to IPH a list of all Business Transferred Company Employees and their qualified beneficiaries who incur a qualifying event on and after participated as of the date hereof of such notice in accordance with any Benefit Plan that is a nonqualified deferred compensation plan within the continuation health care coverage requirements meaning of Section 4980B 409A of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation IPH shall endeavor in good faith to notify Seller of the Seller and separation from service (within the meaning of Section 409A of the Code) of any such Transferred Company Employee from IPH or 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiarynotice. (d) Prior 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 Closing Date (with such coverage to commence upon any subsequent termination of employment with IPH upon or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (thefollowing the Closing).

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, VPP and the Viacom Excess Pension Plan ("VEPP") and the VIPPlan, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date." (bpp) As soon as practicable after Section 6.02(b) of the Closing DateStock 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. 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, the Seller shall prepare transfer and deliver to the Purchaser a schedule listing the VIP account balances of Business Employees and Former Business Employees who were participants designated in writing by the VIP as of Parent and the Closing Date. 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 trustee of the VIP to transfer and deliver to the Trustee trustee of a Xxxxx Muse defined contribution plan designated in writing by the Parent and the Purchaser (the "PURCHASER'S DC PLAN") or Xxxxx Muse, if applicable, an amount equal to the aggregate account balances of the Business Employees and Former Business Employees participating of the B&P and Reference Publishing Businesses so designated by the Parent and the Purchaser." (qq) Section 6.02(b) of the Stock Purchase Agreement is hereby further amended by adding the following text to the end thereof: "Notwithstanding anything to the contrary in this Section 6.02(b), in the VIPevent that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, including any loan obligation. To then (i) the extent that a loan obligation is transferred to the Purchaser's DC PlanSeller shall, 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 defaulted. Other than with respect to the 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 Purchaser and Seller (which agreement shall not be unreasonably withheldA) based on the value of the account balances on the date of transfer, which shall occur as soon as reasonably practicable after the Closing. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to be fully vested in their account balances under the VIP as of the Closing Date. Prior prior to Closing, one or more of the Publishing Subsidiaries shall have established establish a separate non-qualified deferred compensation plan (the "S&S HM EIP") with terms terms, benefits and benefits commitments identical to those provided under the Viacom Excess Investment Plan (the "VEIP") and providing VEIP for the unsecured contractual commitment to deliver at a future date all benefit 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 participating Business Employees and Former Business Employees participating of the B&P and Reference Publishing Businesses designated in writing by the VEIP. The Parent and the Purchaser agrees 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 designated individuals under the VEIP (it being understood that it will assume 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, Closing and cause the Publishing Subsidiaries to honor the terms of any elections previously made by participants under the VEIP participantsVEIP. 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 Paramount 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) and (B) at Closing, transfer of the HM DCP to 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 designated individuals, subject to the terms of the HM DCP." (ss) The following sentence is hereby inserted at the end of Section 6.03: "For the avoidance of doubt, the parties hereto Purchaser and the Seller acknowledge that the VEIP 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 those businesses previously disposed of and set forth on Schedule 8 attached hereto." (tt) Section 6.05(a) of the Stock Purchase Agreement is an unfunded plan for which no assets have been segregated hereby amended by inserting the text "(other than severance liability arising from the Seller's general account any claim by any Business Employee for the payment disputed severance benefits described in Schedule 7)" at the end of obligations thereunderclauses (ii), and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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"v) and (iivii) assume the obligation thereof. (uu) Section 6.05(b) of the Seller and its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom Stock Purchase Agreement is hereby amended by inserting the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage following text at the election of such Former beginning thereof: "Except as may be otherwise agreed by a Business Employee or qualified beneficiary. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (thePurchaser,"

Retirement Plans. (a) It is agreed by both parties that To assure compliance with the Seller or one of its Affiliates will continue to maintain the VPPInternal Revenue Code, the Viacom Excess Pension Employee Retirement Income Security Act and other related federal regulations, CLIENT certifies that it has properly disclosed the following to OASIS on the required Retirement Plan Questionnaire: ("VEPP"1) and any retirement plans currently or previously maintained by the VIP, with CLIENT or any related entities (within the benefit accruals meaning of the Business Employees under such plans ceasing as Internal Revenue Code sections 414(h), 414 (c)); (2) listed all of the Closing Date owners, officers and Seller shall retain shareholders (to identify those highly compensated and key employees for purposes of discrimination and top heavy testing); (3) listed/entered any family relationships for owners, officers and shareholders with Assigned Employees. In the event that CLIENT has failed to properly identify and/or properly complete the Retirement Plan Questionnaire, CLIENT agrees to unconditionally hold harmless, indemnify, protect and defend OASIS and OASIS Indemnified Parties or any and all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to be fully vested in their account balances under the VIP as of the Closing Datearising therefrom. Prior to ClosingCLIENT merging its retirement plan into the qualified OASIS retirement plan or prior to CLIENT transferring assets from its qualified retirement plan into OASIS' retirement plan, one or more of the Publishing Subsidiaries CLIENT understands and agrees that OASIS shall have established the right to inspect all retirement plan documents, records, IRS determinations, etc. for compliance with the law. If CLIENT maintained a separate retirement plan during the plan year (January 1 though December 31) prior to merging its retirement plan with OASIS' retirement plan, CLIENT agrees to provide OASIS with all required information (including but not limited to Box 1 wages and Assigned Employee deferrals, employer matches, and contributions, etc.) prior to merging its retirement plan with OASIS' retirement plan so OASIS may conduct discrimination testing on a combined basis for the first plan year Due Diligence Compliance review. CLIENT agrees that in the event OASIS' retirement plan as adopted by CLIENT becomes top heavy as defined by the prevailing Internal Revenue Code and/or regulations, CLIENT will be solely responsible for making a contribution to non-qualified deferred compensation plan (key employees to satisfy the "S&S EIP") with terms and benefits identical top heavy test, or CLIENT participants may be subject 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 EIPreturned deferrals. In addition, (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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and CLIENT further warrants that no assets will covered Assigned Employee is receiving compensation from CLIENT that is not paid by OASIS. CLIENT understands that any payment made to any Assigned Employee outside this Agreement may result in OASIS retirement plan being disqualified. Should OASIS retirement plan be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment disqualified as a result of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (theCLIENT failing to

Retirement Plans. (a) It is agreed by both parties that The Bank currently maintains the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Iberville Bank 401(k) Plan ("VEPP"the “401(k) Plan”) and the VIPGroup Pension Plan For Employees of Iberville Bank (the “Pension Plan”). The 401(k) Plan and the Pension Plan are herein referred to collectively as the “Retirement Plans.” The Company agrees to cause the Bank and its Subsidiaries to take all steps necessary to terminate the Retirement Plans, with such terminations to be subject to the benefit accruals consummation of the Business Employees under such plans ceasing Transactions and effective as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause day immediately prior to the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing DateClosing. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller The Company shall cause the Trustee of the VIP Bank and its ERISA Affiliates, as necessary, to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 fully fund the Pension Plan prior to an account Closing cost in the amount necessary to terminate the Pension Plan under the S&S EIPPension Benefit Guaranty Corporation (“PBGC”) standardized termination process, (ii) deferred bonus compensation credited to an account under make all filings and provide all notices required to complete the S&S EIPtermination of the Pension Plan in accordance with the PBGC standard termination process, and (iii) amounts credited if, in the reasonable opinion of the independent accounting firm of the Company or the Bank, allowed under GAAP, accrue on the financial statements of the Bank a liability in an amount reasonably calculated to an account be sufficient to satisfy the Bank’s obligation for all benefits due to participants 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 amountsPension Plan on a termination basis. The S&S EIP will assume termination of the responsibility Pension Plan is to be effective on such date as to allow for all account balancescompletion of the standard termination process prior to Closing; provided, and earnings thereonhowever, of Business Employees and Former Business Employees participating if it is determined to be in the VEIP. The Purchaser agrees that it will assume best interest of the S&S EIP at Closing, and cause participants in the Publishing Subsidiaries Pension Plan to honor the terms of any elections previously made by the VEIP participants. For the avoidance of doubt, the parties hereto acknowledge that the VEIP is an unfunded plan for which no assets have been segregated obtain a favorable determination letter from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries IRS in connection with the establishment termination, completion of the S&S EIP and the assumption thereof by the Purchaserstandard termination process may be delayed until receipt of such favorable determination letter. (c) Following The termination of the Closing Date401(k) Plan shall be effective no later than the day immediately preceding the Closing. The Company shall cause the Bank and its Subsidiaries to make all contributions due under the terms of the 401(k) Plan through the date of such termination. At the request of Buyer, the Purchaser Company shall (icause the Bank and its ERISA Affiliates, as necessary, to authorize the filing of the 401(k) provide continuation health care coverage Plan with the IRS for a determination letter as to all Business Employees the effect of the termination on the qualified status of the 401(k) Plan, and their qualified beneficiaries who incur a qualifying event on and after Buyer shall be responsible for payment of the date hereof application fee in connection therewith. The assets of the 401(k) Plan shall be distributed to the participants in accordance with the continuation health care coverage requirements terms thereof as soon as administratively feasible after the termination and, if applicable, receipt of Section 4980B of a favorable determination letter from 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiaryIRS. (d) Prior The Company agrees to cause the Bank and its ERISA Affiliates, as necessary, to adopt, or cause to be adopted, resolutions of their respective Boards of Directors to (i) terminate the Retirement Plans in accordance with the preceding provisions and at Buyer’s cost; (ii) fully vest the account balances of the affected participants in the Retirement Plans to the Closing Date extent not previously vested, no later than the date of the respective terminations; (iii) appoint a committee (“Administrative Committee”) to serve as plan administrator of each Retirement Plan from and after the effective date of the Closing; (iv) amend the Retirement Plans, as necessary, to accomplish the termination and reserve to the Administrative Committee the power to further amend the Retirement Plans following the date of termination to the extent necessary to comply with all applicable Laws or to facilitate the termination thereof; and (v) provide for the distribution of benefits from the Retirement Plans in accordance with the respective terms thereof and as soon as practicable thereafterpermitted under applicable Law. To the extent not completed prior to the Closing, Xxxxxxxx-Xxxx Canada shall have established the Administrative Committee will be responsible for the termination, allocation and registered a separate defined benefit pension distribution of plan (theassets, related notices and reporting responsibilities to the IRS, Department of Labor, PBGC and other government entities, if any.

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and The Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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 continuation coverage to Former Business Employees under its “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (the “Seller’s Pension Plans”) and their qualified beneficiaries to whom all assets thereunder and none of the Seller or any of its Affiliates isshall 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, on and the Closing Date, providing such continuation coverage or Purchaser and its Affiliates shall not have any responsibility with respect to whom the Seller’s Pension Plans. The Purchaser shall cooperate with the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at 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 election Seller’s Pension Plans. To the extent necessary, the Seller shall cause the sponsor of such Former Business Employee or qualified beneficiary. (dthe “Marconi 401(k) Prior 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 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 amounts (including any outstanding loans) to a defined contribution plan of the Purchaser (“Purchaser 401(k) Plan”) satisfying the requirements of Section 401(a) of the Code and including a cash or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada deferred arrangement satisfying the requirements of Section 401(k) of the Code. The Purchaser shall have established cause the sponsor of the Purchaser 401(k) Plan to amend the Purchaser 401(k) Plan to the extent necessary and registered a separate defined benefit pension plan to the maximum extent permitted by applicable law to accept rollover contributions of all amounts (theincluding promissory notes evidencing outstanding loans) distributed to or on behalf of Transferred Employees from the Marconi 401(k) Plan.

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan 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 thereto accrued but not paid as of or prior to the 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) As soon Effective as practicable 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 applicable Buyer or New Anchor withdraws from, or fails to make a required contribution to one of the Multiemployer Plans, the bond, escrow, or letter of credit obtained by such Buyer or New Anchor with respect to such 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 prepare and deliver be secondarily liable to the Purchaser a schedule listing Multiemployer Plan for any unpaid withdrawal liability to the Business Employees and Former Business Employees who were participants 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 VIP as last day of the five plan year period referred to in this Section 9.01(c) (regardless of when notice of such liability is received by any of the Buyers, New Anchor or Seller). Any of the 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. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser Buyers 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees agree to 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 contributionstake, and (iv) amounts credited Consumers agrees to an account under cause New Anchor to take, all such further action as may be necessary to satisfy 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, sale of Business Employees and Former Business Employees participating assets exception requirements set forth 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 Section 4204 of any elections previously made by the VEIP participants. For the avoidance of doubt, the parties hereto acknowledge that the VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the PurchaserERISA. (c) 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 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (a) It is agreed by both parties that 5.1. All benefits accrued on or before the Seller or one Effective Date in respect of its Affiliates will continue to maintain all Executive Employees and Transferred Employees who are participants in the VPP, the Viacom Excess RTA Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing Rio Tinto SERP shall be “locked and frozen” as of the Closing Effective Date and Seller the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term “locked and frozen” means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all liabilities thereunderExecutive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. The Seller Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA’s Retiree Benefits will have the option of choosing whether to receive benefits under RTA’s Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the Business RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees to and Transferred Employees shall be fully vested in their accrued benefits in each accounts under such plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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") plans and (ii) assume permit such individuals to elect to the obligation extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the Seller and its Affiliates to provide such continuation coverage to Former Business participant. As of the Effective Date, all employee contributions by the Executive Employees and their qualified beneficiaries to whom the Seller or Transferred Employees and obligations of any of its Affiliates is, on the Closing Date, providing such continuation coverage or Companies to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election make contributions in respect of such Former Business employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or qualified beneficiaryTransferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (ai) It is agreed Prior to, or contemporaneous with, Closing, Sellers shall cause the Company to establish the RSC 401(k) Plan for participants who are not covered by both parties a collective bargaining agreement, and the RSC 401(k) Union Savings Plan for participants who are covered by a collective bargaining agreement (collectively the "Business Defined Contribution Plans"), and the terms of the Business Defined Contribution Plans shall be substantially identical to the ACNA 401(k) Plan (the "Seller Defined Contribution Plan"), except that only Business Employees shall be eligible to be participants in the Business 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 or one Defined Contribution Plan, shall be transferred in kind directly to the appropriate Business Defined Contribution Plan. Subsequent to the transfer of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals accounts of the Business Employees under such plans ceasing 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) Prior to, or contemporaneous with, Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Atlas Copco Pension Plan. All participants in the Atlas Copco Pension Plan (the "Pension Plan") as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause remain participants on the Business Employees same basis as immediately prior to be fully vested in their accrued benefits in each such plan as of Closing, except that the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (the "PURCHASER'S DC PLAN") an amount equal to the aggregate account balances participation of the Business Employees covered by the collective bargaining agreement between RSC, or its predecessors, and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser and Seller (which agreement shall not be unreasonably withheld) based on the value Local 324 of the account balances on the date International Union of transfer, which shall occur as soon as reasonably practicable after the Closing. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 Operating Engineers (the "S&S EIPLocal 324 CBA") with terms shall be terminated prior to Closing. From and benefits identical after Closing, ACAB shall indemnify and hold harmless the Investor Indemnified Parties from and against any liability related 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 any modification or renegotiation 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries Local 324 CBA in connection with the establishment termination of the S&S EIP and participation of the assumption thereof by members of that bargaining unit from participation in the PurchaserAtlas Copco Pension Plan. (ciii) Following the Closing Date, the Purchaser The Sellers shall (i) provide continuation health care coverage to make all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the date hereof in accordance required filings with the continuation health care coverage requirements of PBGC in connection with transactions contemplated in Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA"7.4(e)(ii) and (ii) assume the obligation of the Seller and its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates isshall, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior prior to the Closing Date or as soon as practicable thereafterClosing, Xxxxxxxx-Xxxx Canada take all reasonable steps necessary to avoid any action by the PBGC to terminate the Pension Plan. The Sellers shall have established keep the Investors timely and registered a separate defined benefit pension plan (thefully informed regarding any communications and discussions with the PBGC regarding the foregoing.

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals As of the Business Closing, Seller will cause Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits under the Retirement Plans, as defined in each Section 1.2(b)(vii). As of the Closing, Seller will no longer accept contributions to the 401(k) Plan with respect to any Hired Employees and Seller will no longer match employee contributions to the 401(k) Plan with respect to any Hired Employees. 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. (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 shall , within ten (10) days of receiving such determination from the Multiemployer Pension Plan, but in no event later than December 31, 1999, provide to the Multiemployer Pension Plan a bond issued by 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 with respect to the operations of the Business covered under the Multiemployer Pension Plan 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 with respect to the operations of the 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 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 Plan if the Purchaser withdraws from such plan, or fails to make a contribution to such plan as of when due, at any time during the first five plan years beginning after the Closing Date. (b3) As soon as practicable If during the first five plan years beginning after the Closing Date, the Seller shall prepare and deliver to the Purchaser withdraws in a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 complete or are defaulted. Other than partial withdrawal with respect to the loan obligations operations of 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 (which 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 be transferred have the right in its discretion to pay any withdrawal liability of Purchaser in the form 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 promissory notes a request for a variance from the bond or other documentation thereofescrow requirement set forth in Section 6.3(b)(2), the transfer shall be in cash or property as mutually agreed by . Purchaser and Seller (which agreement shall not jointly inform the PBGC in writing of their intention that the sale of assets hereunder be unreasonably withheld) based on covered by Section 4204 of ERISA, and use their best efforts to demonstrate jointly to the value satisfaction of the account balances on the date of transfer, which shall occur as soon as reasonably practicable after the Closing. Upon such transfer, the PBGC that no Purchaser's DC Plan shall assume bond or escrow is required under Section 4204(a)(1)(B) of ERISA and the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations regulations promulgated thereunder, and that no assets will Seller's secondary liability under Section 4204( a)(1)(C) should be transferred 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 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 Seller to the Purchaser or to the Publishing Subsidiaries Multiemployer Pension Plan in connection with the establishment transactions described in this Agreement and from and against any liability, damages, cost or expense that Seller may incur as a result of the S&S EIP and the assumption thereof Purchaser's failure to timely post a bond or escrow funds, if required by the Multiemployer Pension Plan, or as a result of Purchaser. (c) Following the Closing Date, the Purchaser shall (i) provide continuation health care coverage 's failure to all Business Employees and their qualified beneficiaries who incur a qualifying event timely pay any premium on and after the date hereof in accordance such bond or Purchaser's default for any other reason 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 respect to its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of bond or escrow such Former Business Employee or qualified beneficiaryfunds. (d7) Prior Purchaser shall provide to the Closing Date Multiemployer Pension Plan or as soon as practicable thereafterthe 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, Xxxxxxxx-Xxxx Canada 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 have established and registered provide a separate defined benefit pension plan (thebond or amount in escrow to the extent required by the Multiemployer Pension Plan.

Retirement Plans. (a) It is agreed 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 Retirement Plans, which will be retained by both parties that Seller. As soon as practicable after the Closing, to the extent permitted by Law and the terms of the Pension Plan, Seller will permit distributions to Employees of their accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates will continue to, take all action necessary to maintain cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the VPP, meaning of Section 402(f)(2) of the Viacom Excess Code) of the amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution ("VEPP"within the meaning of Section 408(d)(3) and the VIP, with the benefit accruals of the Business 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-off, trustee-to-trustee transfer to a plan maintained by Purchaser or any of its Affiliates, or retention in the 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 under such plans ceasing as contemplated by this Section 6.1.3 are permitted by the terms of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing DatePension Plan. (b) As soon as reasonably practicable after following the Closing DateClosing, Seller will cause the Seller shall prepare and deliver trustee of the Savings Plan to transfer the Purchaser a schedule listing the Business account balances of Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee trustee of a qualified defined contribution plan designated maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the Purchaser (extent any portion of an account balance represents a participant loan, in which case the "PURCHASER'S DC PLAN") an amount 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 aggregate account balances of the Business transferring Employees and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser and Seller (which agreement shall not be unreasonably withheld) based on the value of the account balances on valuation date immediately preceding the date of transfer, which shall . No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller have received such assurances as soon are reasonable that the applicable provisions of the Code have been satisfied. Purchaser will take such action as reasonably practicable may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the Closing. Upon transfer with an initial account balance that is at least equal to the account balance transferred with respect to such transfer, Employee and Former Employee from the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 contributionsSavings Plan, 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 provide all account balancesbenefits protected by law, and earnings thereon, including optional forms 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaserbenefit. (c) Following Purchaser and Seller will, and Seller will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer the Closing Datesponsorship 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 transfer is not permitted by the terms of the Canadian Pension Plan or applicable Law, Seller and Purchaser shall (i) provide continuation health care coverage will permit distributions or make other arrangements in the same manner as contemplated with respect to all Business Employees Pension Plan by the third and their qualified beneficiaries who incur a qualifying event on and after the date hereof in accordance with the continuation health care coverage requirements fourth sentences of Section 4980B of the Code and Title I6.1.3(a), Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller and its Affiliates subject to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiaryapplicable law. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (a) It is agreed 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 Retirement Plans, which will be retained by both parties that Seller. As soon as practicable after the Closing, to the extent permitted by Law and the terms of the Pension Plan, Seller will permit distributions to Employees of their accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates will continue to, take all action necessary to maintain cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the VPP, meaning of Section 402(f)(2) of the Viacom Excess Code) of the amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution ("VEPP"within the meaning of Section 408(d)(3) and the VIP, with the benefit accruals of the Business 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-off, trustee-to-trustee transfer to a plan maintained by Purchaser or any of its Affiliates, or retention in the 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 under such plans ceasing as contemplated by this Section 6.1.3 are permitted by the terms of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing DatePension Plan. (b) As soon as reasonably practicable after following the Closing DateClosing, Seller will cause the Seller shall prepare and deliver trustee of the Savings Plan to transfer the Purchaser a schedule listing the Business account balances of Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee trustee of a qualified defined contribution plan designated maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the Purchaser (extent any portion of an account balance represents a participant loan, in which case the "PURCHASER'S DC PLAN") an amount 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 aggregate account balances of the Business transferring Employees and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser and Seller (which agreement shall not be unreasonably withheld) based on the value of the account balances on valuation date immediately preceding the date of transfer, which shall . No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller have received such assurances as soon are reasonable that the applicable provisions of the Code have been satisfied. Purchaser will take such action as reasonably practicable may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the Closing. Upon transfer with an initial account balance that is at least equal to the account balance transferred with respect to such transfer, Employee and Former Employee from the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 contributionsSavings Plan, 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 provide all account balancesbenefits protected by law, and earnings thereon, including optional forms 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaserbenefit. (c) Following Purchaser and Seller will, and Seller will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer the Closing Datesponsorship 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 transfer is not permitted by the terms of the Canadian Pension Plan or applicable Law, Seller and Purchaser shall (i) provide continuation health care coverage will permit distributions or make other arrangements in the same manner as contemplated with respect to all Business Employees Pension Plan by the third and their qualified beneficiaries who incur a qualifying event on and after the date hereof in accordance with the continuation health care coverage requirements fourth sentences of Section 4980B of the Code and Title I6.1.3(a), Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller and its Affiliates subject to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiaryapplicable law. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (a1) It Employees of the Brookhaven National Laboratory (BNL) may participate in the defined contribution retirement plans as described in items (i) and (ii) below. With respect to the plans, the Contractor and the Department of Energy (DOE) agree as follows: The DOE will reimburse the Contractor for necessary and reasonable costs involved in implementing, administering, by the Contractor and Service providers and funding these approved retirement plans. Any change in plan benefits and/or costs not required to maintain qualification under Section 401 of the Internal Revenue Code will require Contracting Officer approval. The Contractor will notify the DOE of any change required solely to maintain qualification under Section 401 of the Internal Revenue Code. Provisions of this section are subject to successful negotiations with the Program’s service providers including, but not limited to investment organizations, insurance companies, etc. Further, these provisions will be subject to and superseded by any law or regulation with which they might conflict. While it is agreed by both parties expected that the Seller or one of its Affiliates this Plan will continue to maintain the VPPindefinitely, the Viacom Excess Pension Plan ("VEPP") and BSA Board of Directors reserves the VIPright to modify or discontinue them at any time, with provided, however, that such modification or discontinuance shall not be applicable to this contract unless approved by the benefit accruals Department of Energy. Any discontinuance or modification of the Business Employees under such plans ceasing as Plan shall not affect the benefits accrued by participants prior to the date of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Datediscontinuance or modification. (bi) As soon as practicable after the Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of “Regular Retirement Plan.” BSA will provide its eligible employees with a defined contribution plan designated by type retirement plan, with BSA contributions being made at the Purchaser (the "PURCHASER'S DC PLAN") an amount equal participants’ election to the aggregate account balances of the Business Employees and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 following investment organizations: Teachers Insurance and Annuity Association (the "S&S EIP") with terms and benefits identical to those provided under the Viacom Excess Investment Plan (the "VEIP"TIAA) and providing for the unsecured contractual commitment to deliver at a future date all of the following: College Retirement Equities Fund (i) deferred compensation credited to an account under the S&S EIPCREF), (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 contributionsFidelity Investment Service Company, and (iv) amounts credited to an account under the S&S EIP as investment income under the foregoing amountsVanguard Group. The S&S EIP will assume the responsibility for all account balancesEffective 1-1-07, and earnings thereon, of Business Employees and Former Business Employees employees who were not participating in the VEIPplan on December 31, 2006 will be enrolled upon the earlier of (a) attainment of age 21 and the completion of one year of continuous service or (b) the attainment of age 30 and the completion of 6 months of continuous service, and is not a part-time or temporary employee. Employees who work on a part-time, temporary or irregular basis must complete 1000 hours of service each year to be credited with a year of service. Prior service credit for participation shall be given for comparable eligible service with Associated Universities Incorporated (AUI) and for employees who transfer directly to BSA from Research Foundation of State University of New York (RFSUNY), the University of Stony Brook (USB), and Battelle Memorial Institute (BMI). BSA shall contribute for each participant an amount equal to 10 percent of base pay. BSA shall make its contributions to TIAA and/or CREF, Fidelity Investments, or Vanguard in such percentages as the participant may elect. The Purchaser agrees that it will assume percentages of the S&S EIP at Closing, and cause the Publishing Subsidiaries to honor the terms of any elections previously made combined sum may be changed by the VEIP participantsparticipant on a monthly basis. For the avoidance of doubt, the parties hereto acknowledge that the VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred Contracts issued by the Seller investment organizations as part of the Retirement Plan shall be issued to the Purchaser or participant. The rights and benefits of each participant shall be those set forth in the contracts. The contracts of each employee whose employment by BSA is terminated (other than by death) shall remain in force. Participants who terminate employment from BSA are entitled to have the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) Following the Closing Date, the Purchaser shall (i) provide continuation health care coverage to all Business Employees and investment organization repurchase their qualified beneficiaries who incur a qualifying event on and after the date hereof contracts in accordance with the continuation health care coverage requirements rules and regulations in effect at the time of Section 4980B termination. Upon retirement, a number of annuity settlements are available to the employee, as described in the various investment organizations’ booklets. In addition, a retirement option of a lump-sum settlement up to the maximum provided by the contract provisions of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and various investment organizations is permitted. (ii) assume the obligation “Voluntary 401(k) Retirement Plan.” Employees may elect to make voluntary contributions to one or more of the Seller 401(k) program options, to the extent permitted by law, in order to supplement the retirement income available to them from Social Security and its Affiliates from the BSA Regular Retirement Plan. Options include: a 401(k) individual accounts with Teachers Insurance Annuity Association (TIAA) and/or the College Retirement Equities Fund (CREF); and/or a 401(k) accounts invested in regulated investment companies (mutual funds). These voluntary retirement income programs, and the manner in which employee funds may be automatically transmitted to provide such continuation coverage them by the Payroll Office, are described below. Contributions by Salary Reduction. The 409(a)plan allow employees to Former Business Employees and their qualified beneficiaries to whom elect a deferred income tax option rather than, or in addition to, the Seller or any salary deduction provision. The option allows for the deferral of its Affiliates is, income tax payments on the Closing Dateemployee’s contributions until after the elected deferral period. Under this option, providing such continuation coverage or each employee may elect to whom have base salary reduced by an amount that is not more than the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at maximum permitted by the Internal Revenue Code. At the election of the participant, the amount of the reduction shall be transmitted by BSA, on behalf of the employee, either to a TIAA and/or CREF retirement annuity, and/or to an eligible investment account, in such Former Business Employee or qualified beneficiaryproportion as the participant may designate. TIAA and/or CREF retirement annuities may be purchased through the deferred income tax option as well as through the salary deduction program. The 401(k) plan allows employees who elect to make voluntary contributions through payroll deduction to invest such funds in TIAA and/or CREF retirement annuities, in such percentages as the participant may elect, to the maximum percent permitted by the Internal Revenue Code. These 401(k) percentages may be changed by the participant on a monthly basis. Contributions to TIAA/CREF retirement annuities purchased through payroll deduction will be in separate accounts from annuities purchased under the BSA Retirement Plan. (d2) The Contractor shall submit to the DOE copies of each IRS Form 5500 and accompanying schedules, an annual accounting report and other information concerning the defined contribution plans which the Contracting Officer may require. The annual accounting report shall include a development of aggregate forfeitures and all plan data for individuals generating those forfeitures. Prior to the Closing Date adoption of any changes to a pension plan, the Contractor shall submit the information required below, as applicable, to the Contracting Officer for approval or disapproval and a determination as soon to whether the costs to be incurred are consistent with the Contractor's documented Human Resources total compensation and benefits program and are deemed allowable pursuant to FAR 31.205-6, as practicable thereafter, Xxxxxxxxsupplemented by DEAR 970.3102- 05-Xxxx Canada shall have established 6. (A) For proposed changes to pension plans and registered a separate defined benefit pension plan funding, an analysis of the impact of any proposed changes on actuarial accrued liabilities and an analysis of relative benefit value; and, (theB) The Contractor shall obtain the advance written approval of the Contracting Officer for any non-statutory pension plan changes that may increase costs or liabilities, and any proposed special programs (including, but not limited to, plan-loan features, employee contribution refunds, or ancillary benefits) and shall provide DOE with an analysis of the impact of special programs on the actuarial accrued liabilities of the pension plan, and on relative benefit value, if applicable. The Contractor shall not terminate any DOE reimbursed benefit plan without the DOE’s approval. It is the intention of the DOE not to entertain any enhancements in these programs after the Contractor announces the intention not to renew the Contract. Cost reimbursement for PRBs is contingent on DOE approved service eligibility requirements for PRB that shall be based on a minimum period of continuous employment service, not less than 5 years, under a DOE cost reimbursement contract(s) immediately prior to retirement. Unless required by Federal or State law, advance funding of PRBs is not allowable.

Retirement Plans. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan 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 thereto accrued but not paid as of or prior to the 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 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) As soon Effective as practicable 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 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 shall prepare and deliver contributes to the Purchaser a schedule listing Multiemployer Plans listed on Schedule 3.13(d). In connection with Buyer's assumption of the Business Employees and Former Business Employees who were participants in the VIP collective bargaining agreements. Buyer will assume, effective as of the Closing Date. Seller shall cause the Trustee of the VIP , Seller's obligations to transfer contribute to the Trustee 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 defined contribution period of five plan designated years commencing with the first plan year beginning after the Closing Date, a bond to be obtained by the Purchaser (the "PURCHASER'S DC PLAN") 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 amount irrevocable letter of credit to be obtained by Buyer, equal to the aggregate account balances 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 Business Employees 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. 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 bond, escrow, or letter of credit obtained with respect to such Multiemployer Plan, if any, shall be paid to such Multiemployer Plan. Notwithstanding any other provision hereof, Buyer's obligations under this Section 9.01(c) are limited to the extent necessary to comply with Section 4204 of ERISA. If Buyer effects a complete or partial withdrawal from a Multiemployer Plan during the first five plan years following the Closing Date and Former Business Employees participating in the VIPBuyer fails to make any withdrawal liability payment to the Multiemployer Plan when due, including then Seller shall be secondarily liable to the Multiemployer Plan for any loan obligation. To unpaid withdrawal liability to the extent that a loan obligation is transferred Seller would have incurred such liability following the Closing Date had Buyer not agreed to the Purchaserprovisions of this Section. Seller's DC Plan, the Purchaser's DC Plan obligations set forth in this paragraph 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 defaulted. Other than with respect to events that occurred prior to the 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 Purchaser and Seller (which agreement shall not be unreasonably withheld) based on the value last day of the account balances on the date five plan year period referred to in this Section 9.01(c) (regardless of transfer, which shall occur as soon as reasonably practicable after the Closingwhen notice of such liability is received by either Buyer or Seller). Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Either Buyer or Seller shall cause promptly notify the Business Employees to be fully vested in their account balances under the VIP as other party of any demand for payment of withdrawal liability received by Buyer or Seller within five years from the Closing Date. Prior Buyer and Seller agree to Closing, one or more take all such further action as may be necessary to satisfy the sale 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 assets exception requirements set forth in Section 4204 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the PurchaserERISA. (c) 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 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. Section 5.01. 401(k) Plan. (a) It is agreed by both parties that the Seller or one of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing Effective as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause Benefits Commencement Date, each Lithium Participant who participates in the Business Employees to be fully vested in their accrued benefits in each such plan Parent 401(k) Plan as of the Closing Date. (b) As soon as practicable after the Closing Date, the Seller shall prepare and deliver immediately prior to the Purchaser a schedule listing the Business Employees and Former Business Employees who were participants in the VIP as of the Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (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 loan obligation. To the extent that a loan obligation is transferred 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 defaulted. Other than with respect to the 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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: Benefits Commencement Date (i) deferred compensation credited to an account under will cease active participation in the S&S EIP, Parent 401(k) Plan and (ii) deferred bonus compensation credited will become eligible 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 participate 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 participantsLithium 401(k) Plan. For the avoidance of doubt, all employee pre-tax deferrals and employer contributions with respect to the parties hereto acknowledge Lithium Participants will be made to the Lithium 401(k) Plan on and following the Benefits Commencement Date. (b) Effective as of the Distribution Effective Time, each Lithium Participant will become eligible to elect a distribution of his or her account balance under the Parent 401(k) Plan, including a voluntary “rollover distribution” of such Lithium Participant’s eligible account balance under the Parent 401(k) Plan (other than any participant loans) to either the Lithium 401(k) Plan or an Individual Retirement Account (or, for the avoidance of doubt, such Lithium Participant may otherwise continue to maintain his or her account under the Parent 401(k) Plan in accordance with the terms of the Parent 401(k) Plan), as determined by each such Lithium Participant; provided that any portion of such Lithium Participant’s account balance under the VEIP is an unfunded plan for which Parent 401(k) Plan to be “rolled over” to the Lithium 401(k) Plan must be done in the form of cash (i.e., no assets have been segregated in-kind or Parent Common Stock transfers will be permitted). In the event that a Lithium Participant makes a voluntary election to rollover such Lithium Participant’s account balance from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller Parent 401(k) Plan to the Purchaser or Lithium 401(k) Plan, the Company agrees to cause the Lithium 401(k) Plan to accept such rollover, to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof extent permitted by the Purchaserapplicable Law. (c) Following Subject to participant rollovers as provided for in ‎Section 5.01(b) above, all Liabilities under the Closing DateParent 401(k) Plan (whether relating to Parent Participants or Lithium Participants), including with respect to participant loans, will be retained by Parent and will constitute Parent Retained Employee Liabilities; provided that any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Purchaser Parent 401(k) Plan during the period, if any, between the Separation Date and the Benefits Commencement Date (the “Benefits Transition Period”) shall (i) provide continuation health care coverage be assumed by the Lithium Group and constitute Lithium Assumed Employee Liabilities, which shall be reimbursed by the Company to all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the date hereof Parent Group in accordance with the continuation health care coverage requirements of Section 4980B terms of the Code and Title ITransition Services Agreement. For the avoidance of doubt, Subtitle B, Part 6 there will be no trust-to-trust transfer of ERISA ("COBRA"any Assets or Liabilities from the Parent 401(k) and (iiPlan to the Lithium 401(k) assume the obligation of the Seller and its Affiliates to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiaryPlan. (d) Prior From and after the Benefits Commencement Date, the applicable member of the Lithium Group shall be responsible for the administration of the Lithium 401(k) Plan, and no member of the Parent Group shall have any Liability or obligation (including any administration obligation) with respect to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (theLithium 401(k) Plan.

Retirement Plans. (a) It is agreed by both parties that Notwithstanding any other provision of this Agreement, New HEC shall continue coverage under the Seller or one contributory portion of its Affiliates will continue to maintain the VPP, the Viacom Excess Pension HEC Non-Bargaining Retirement Plan (the "VEPPNon-Bargaining Plan") and ), as in effect immediately prior to the VIPMerger Effective Time, with the benefit accruals of the Business for all HEC Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunder. The Seller shall cause the Business Employees to be fully vested who are contributory participants in their accrued benefits in each such plan as of the Closing Datedate hereof, or, following the first anniversary of the Merger Effective Time, provide coverage under a successor plan having terms and conditions that are no less favorable to any such participant than the contributory portion of the Non-Bargaining Plan until the fifth anniversary of the Merger Effective Time, as applicable, except for amendments to the contributory portion of the Non-Bargaining Plan to the extent required to comply with Applicable Law or to maintain the qualification of the plan under Section 401 of the Code. (b) As soon as practicable after Effective December 1, 2001, HEC amended the Closing Date, the Seller shall prepare and deliver Non-Bargaining Plan to the Purchaser provide for a schedule listing the Business Employees and Former Business Employees who were cash balance benefit feature pursuant to which non-contributory participants in the VIP as of the Closing Date. Seller Merger Effective Time shall cause the Trustee of the VIP be entitled to transfer to the Trustee of a defined contribution plan designated by the Purchaser (the "PURCHASER'S DC PLAN") an amount accrued benefit equal to the aggregate account balances greater of: (i) the amount calculated under the cash balance provisions or (ii) the amount calculated under the non-contributory provisions as in effect immediately prior to the Merger Effective Time. If, prior to the Merger Effective Time, HEC has not obtained a favorable determination from the Internal Revenue Service regarding the qualification of the Business Employees and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred to the Purchaser's DC Non-Bargaining Plan, as amended, New HEC shall use commercially reasonable efforts to obtain such a determination from the Purchaser's DC Plan shall continue to accept repayments of such loan amounts Internal Revenue Service. (c) The Non-Bargaining Plan, 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 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 Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 HEC Salaried Excess Investment Benefit Plan (the "VEIPExcess Plan") and providing for the unsecured contractual commitment to deliver at a future date all shall be amended, effective as of the following: Merger Effective Time and to the fullest extent permitted by Applicable Law (including any requirements to maintain the qualification of such plan with Section 401 of the Code), to provide that each HEC Employee who (i) deferred compensation credited to an account under is a participant in the S&S EIPcontributory portion of the Non-Bargaining Plan as of such date, (ii) deferred bonus compensation credited to an account under is identified within one year of the S&S EIPMerger Effective Time for layoff which arises directly from the transactions contemplated by the Transaction Documents (collectively, the "Transaction"), (iii) amounts credited to an account under is laid off within two years following the S&S EIP as matching contributionsMerger Effective Time, and (iv) amounts credited is entitled to an account receive severance benefits under the S&S EIP as investment income Special Severance Appendix to the HEC Employment Transition Assistance Plan, shall have a right to receive an enhanced lump sum payment equal to the actuarial present value of the accrued benefit payable 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP Non-Bargaining Plan and the assumption thereof by the Purchaser. Excess Plan, as applicable, as if such HEC Employee had grown into his or her earliest unreduced retirement date (ce.g., "Magic 75") Following the Closing Date, the Purchaser assuming that he or she had continued employment with HEC through such date. New HEC shall (i) provide continuation health care coverage use its commercially reasonable efforts to all Business Employees and their qualified beneficiaries who incur obtain a qualifying event on and after the date hereof in accordance with the continuation health care coverage requirements of favorable determination under Section 4980B 401 of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) assume the obligation of the Seller and its Affiliates with respect to provide such continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiaryamendment. (d) Prior to the Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established and registered a separate defined benefit pension plan (the

Retirement Plans. (a) It is agreed by both parties that As of the Closing, Seller or one 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 continue assume any liabilities or obligations with respect to maintain the VPPRetirement Plans, the Viacom Excess Pension Plan ("VEPP") and the VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Closing Date and Seller shall retain all liabilities thereunderwhich will be retained by Seller. The Seller shall cause the Business Employees to be fully vested in their accrued benefits in each such plan as of the Closing Date. (b) As soon as practicable after the Closing DateClosing, the Seller shall prepare and deliver to the Purchaser a schedule listing extent permitted by Law and the Business Employees and Former Business Employees who were participants in the VIP as terms of the Closing DateRetirement Plans, Seller will permit distributions to Employees of their vested benefits under the Retirement Plans. Seller shall With respect to Retirement Plans from which distributions are to 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 Trustee meaning of Section 402(f)(2) of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (the "PURCHASER'S DC PLAN"Code) an amount equal to the aggregate account balances of the Business Employees amounts distributed from the Retirement Plans to each Employee who shall become an employee of Purchaser's affiliated group and Former Business Employees participating in a rollover contribution (within the VIP, including any loan obligationmeaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent that a loan obligation is transferred to the Purchaser's DC Plandistributions are not permitted under Law, the Purchaser's DC Plan shall continue to accept repayments of Purchaser and Seller will take such 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 mutually agreed upon action with respect to the loan obligations (which shall Employees' plan accounts, whether that be transferred in the form of promissory notes or other documentation thereof)a spin-off, the trustee-to-trustee transfer shall be in cash or property as mutually agreed to a plan maintained by Purchaser 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. Upon such transfer, the Purchaser's DC Plan shall assume the liabilities represented by such transferred account balances. The Seller shall cause the Business Employees to 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 VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) 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 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 continuation coverage to Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates isAffiliates, on or retention in the Closing Date, providing such continuation coverage or Retirement Plans for eventual distribution pursuant to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election terms of such Former Business Employee or qualified beneficiaryplan. 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 the terms of the Xxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan. (db) Prior Seller will, and will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer to Purchaser, or one of Purchaser's Affiliates, the Closing Date 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 transfer is not permitted by the terms of the Canadian Pension Plan or applicable Law, Seller and Purchaser will permit distributions or make other arrangements as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have established are contemplated with respect to Retirement Plans by the third and registered a separate defined benefit pension plan (thefourth sentences of Section 6.1.3(a).