Common use of Trustee Responsibility Regarding Payments on Insolvency Clause in Contracts

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating Company shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies under federal and state law as set forth below: (i) The Committee shall have the duty to inform Trustee in writing of a Participating Company’s Insolvency. If a person claiming to be a creditor of a Participating Company alleges in writing to Trustee that the Participating Company has become Insolvent, Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits in accordance with this Section. The Trustee may conclusively rely on any determination it receives from the Committee with respect to the Insolvency of the Company. (ii) Unless Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the Committee, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, Trustee shall have no duty to inquire whether the Participating Company is Insolvent. Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvency. (iii) If at any time Trustee has determined that one of the Participating Companies has become Insolvent, Trustee shall discontinue payments from the Trust to or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assets. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If the Trustee determines or is informed by the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Trustee discontinues the payment of benefits from the Trust pursuant to this Section and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company shall provide the Trustee with acceptable evidence of any such payments made by a Participating Company during the period of discontinuance.

Trustee Responsibility Regarding Payments on Insolvency. (a) The If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the Trustee shall cease payment payments of benefits to Participants and their Beneficiaries if otherwise entitled to payment by the Participating Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company employing the Participant is Insolvent. A Participating Company or Subsidiary shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company entity is unable to pay its debts as they become due; , or (ii) the Participating Company entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or a Subsidiary's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. In determining whether the Company or any Subsidiary is Insolvent for purposes of this Section 3.7, the Trustee may engage the services of legal, accounting, financial and other advisors which may be advisors to the Company or any Subsidiary, to assist it in the determination. The Company and each Subsidiary agree to cooperate fully with any reasonable inquiry of the Trustee or such advisor in making the determination of whether the Company or any Subsidiary is Insolvent. To the extent that the Trustee engages the services of an advisor to the Company or any Subsidiary, the Trustee may rely, without further inquiry, on the written determination of that advisor as to whether or not the Company or the Subsidiary is Insolvent. All costs which are reasonably incurred by the Trustee in making the determination of whether the Company or any Subsidiary is Insolvent shall be reimbursed to the Trustee by the Company and the Subsidiary, and if not so reimbursed, shall be chargeable against the Trust Fund. (iii) If at any time the Trustee has determined determines that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to Participants and Beneficiaries otherwise entitled to payment by the Trust to or on behalf of Plan Participants whose benefits Insolvent Entity under the Plan are attributable to contributions (as directed by provisions of any Plan, and shall hold the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate portion of the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator Insolvent Entity or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust otherwise held for the benefit of the Participating Company’s Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise.. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The As provided in Section 3.7(b), the Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing or any Subsidiary is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they the, become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or a Subsidiary's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The As provided in Section 3.7(b), the Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating The Company is unable to pay its debts as they become due; , or (ii) the Participating The Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. The insolvency of a Subsidiary will not cause the Company to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies under federal and state law as set forth belowprovided in Section 1.3 above: (i) The Committee Board and the President and Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the President and Chief Executive Officer of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolventsolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's solvency. In this regard, the Trustee may rely upon a letter from the Company's auditors as to the Company's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), . A plan of reorganization approved by a bankruptcy court shall be sufficient to require that the Trustee shall resume the payment of such benefits to Participants or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreementtheir Beneficiaries. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments which would have been due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuancediscontinuance but for the Insolvency, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall will cease payment of benefits to Participants and their Beneficiaries attributable to a particular entity under the terms of a Plan if the Participating Company employing entity is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company shall The Insolvent Entity will be considered “Insolvent” for purposes of this Trust Agreement if: (i1) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii2) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.4, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest will also be deemed to be an Insolvent Entity. However, the insolvency of a subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall will be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i1) The Committee shall board of directors of the Company and the president of the Company have the nondelegable duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall will determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall will discontinue payment of benefits in accordance with this Sectionto the Participants or their Beneficiaries attributable to the Insolvent Entity. The Trustee may conclusively rely on any determination it receives from the Committee board of directors of the Company or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii2) Unless the Trustee has actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have has no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s or any Subsidiary’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s or a Subsidiary’s auditors as to the Company’s or any Subsidiary’s financial status. (iii3) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall will discontinue payments from the Trust to Participants or on behalf of Plan Participants whose benefits under the Plan are their Beneficiaries attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. FurtherInsolvent Entity, Trustee shall segregate and will hold the portion of the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating CompanyInsolvent Entity’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish diminishes any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv4) If The Trustee will resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.4(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall will include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company shall provide the Trustee with acceptable evidence of any such payments made by a Participating Company during the period of discontinuance.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; , or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Participants or their Beneficiaries. The Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s auditors as to the Company’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee their Beneficiaries and shall segregate hold the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Section. The Trustee may conclusively rely on any determination it receives from the Committee with respect to the Insolvency of the Company. (ii) Unless Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the Committee, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, Trustee shall have no duty to inquire whether the Participating Company is Insolvent. Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvency. (iii) If at any time Trustee has determined that one of the Participating Companies has become Insolvent, Trustee shall discontinue payments from the Trust to or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assets. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Insolvent Entity's Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the AMERISTAR CASINOS, INC. Deferred Compensation Plan or otherwise. (iv) If the Trustee determines or is informed by the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Master Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Trustee discontinues the payment of benefits from the Trust pursuant to this Section and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company shall provide the Trustee with acceptable evidence of any such payments made by a Participating Company during the period of discontinuance.Agreement ================================================================================

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Affiliate, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (iii) The Insolvent Entity is determined to be insolvent by the Office of Thrift Supervision or other federal banking agency with jurisdiction to make such determination. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Affiliate in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of an Affiliate will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Affiliates under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Affiliate's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Affiliate alleges in writing to the Trustee that the Participating Company or any Affiliate has become Insolvent, the Trustee shall determine whether the Participating Company or any Affiliate is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Affiliate. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or an Affiliate's Insolvency, or has received notice from the CommitteeCompany, such Participating Company an Affiliate, or a person claiming to be a creditor alleging that the Participating Company or an Affiliate is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Affiliate is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Affiliate's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Affiliate's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Affiliate's auditors as to the Company's or any Affiliate's financial status. In determining whether the Company or an Affiliate is insolvent for purposes of this Section 3.7, the Trustee may engage the services of legal, accounting, financial and other advisors which may be advisors to the Company or the Affiliate to assist it with the determination. The Company and each Affiliate agree to cooperate fully with any reasonable inquiry of the Trustee or such advisor in making the determination of whether the Company or the Affiliate is Insolvent. To the extent that the Trustee engages the services of an advisor to the Company or the Affiliate, the Trustee may rely, without further inquiry, on the written determination of that advisor as to whether or not the Company or the Affiliate is Insolvent. All costs reasonably incurred by the Trustee in making the determination of whether the Company or the Affiliate is Insolvent shall be reimbursed to the Trustee by the Company or the Affiliate, and if not so reimbursed shall be chargeable against the Trust. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Affiliate is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Affiliate in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Post-Change Committee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: : (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; or , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: : (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the Company. (ii) Unless Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the Committee, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, Trustee shall have no duty to inquire whether the Participating Company is Insolvent. Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvencyany Subsidiary. (iii) If at any time Trustee has determined that one of the Participating Companies has become Insolvent, Trustee shall discontinue payments from the Trust to or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assets. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If the Trustee determines or is informed by the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Trustee discontinues the payment of benefits from the Trust pursuant to this Section and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company shall provide the Trustee with acceptable evidence of any such payments made by a Participating Company during the period of discontinuance.

Trustee Responsibility Regarding Payments on Insolvency. (a) The As provided in Section 3.7(b), the Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing or any Subsidiary is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company The Insolvent Entity shall be considered “Insolvent” for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they the, become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity’s Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s or any Subsidiary’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s or a Subsidiary’s auditors as to the Company’s or any Subsidiary’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity’s Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating CompanyInsolvent Entity’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “"Insolvent” " for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; , or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Participants or their Beneficiaries, or on their behalf to the 401(k) Trust. The Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's solvency. In this regard, the Trustee may rely upon a letter from the Company's auditors as to the Company's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee their Beneficiaries and shall segregate hold the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s 's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; , or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, the insolvency of a subsidiary will not cause the Company to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Company's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the Chief Executive Officer of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's Insolvency, or has received notice from the Committee, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's solvency. In this regard, the Trustee may rely upon a letter from the Company's auditors as to the Company's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Company's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Company for the benefit of the Participating Company’s 's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating alleged Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) The provisions of this Trust Agreement relating to Insolvency, including but not limited to this Section 3.6, shall apply separately with respect to the Insolvency of each Company. In the case of the Insolvency of one or more (but not all) of the Companies, only the assets of the Trust attributable to such Company or Companies (determined as set forth in Section 2.3) shall be impacted. (b) The Trustee shall cease payment of benefits to Participants and their Beneficiaries of a Company if the Participating Company employing the Participant is Insolvent. A Participating Company shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (bc) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust assets attributable to a Company shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Participants or Beneficiaries of such Company. The Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the Committee, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s auditors as to the Company’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or on behalf Beneficiaries of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating such Company. Further, Trustee and shall segregate hold the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Company for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (cd) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the -------------------------------------------------------------------------------- -12- 16 ON ASSIGNMENT, INC. Deferred Compensation Plan Master Trust Agreement ================================================================================ president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or a Subsidiary's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, plus earnings on such amount based on the average interest rate in effect for 30-day Treasury Bills over such period of discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuance.Plans. -------------------------------------------------------------------------------- -13- 17 ON ASSIGNMENT, INC. Deferred Compensation Plan Master Trust Agreement ================================================================================

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries as provided in subsection (b) if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company The Insolvent Entity shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.8, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity’s Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the chief executive officer of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s or any Subsidiary’s solvency. (iii) If at any time Trustee has determined that one of the Participating Companies has become Insolvent, Trustee shall discontinue payments from the Trust to or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assets. Nothing in In this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If the Trustee determines or is informed by the Committee that a Participating Company is not Insolvent (or is no longer Insolvent)regard, the Trustee shall resume may rely upon a letter from the payment of benefits to Company’s or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section a Subsidiary’s auditors as to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to Company’s or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust AgreementSubsidiary’s financial status. (c) If Trustee discontinues the payment of benefits from the Trust pursuant to this Section and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company shall provide the Trustee with acceptable evidence of any such payments made by a Participating Company during the period of discontinuance.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company The Insolvent Entity shall be considered “Insolvent” for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity’s Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s or any Subsidiary’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s or a Subsidiary’s independent auditors as to the Company’s or any Subsidiary’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity’s Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating CompanyInsolvent Entity’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Affiliate, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Affiliate in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Affiliate will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Affiliates under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Affiliate's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Affiliate alleges in writing to the Trustee that the Participating Company or any Affiliate has become Insolvent, the Trustee shall determine whether the Participating Company or any Affiliate is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the CompanyCompany or any Affiliate. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or a Affiliate's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Affiliate, or a person claiming to be a creditor alleging that the Participating Company or a Affiliate is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Affiliate is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Affiliate's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Affiliate's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Affiliate's auditors as to the Company's or any Affiliate's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Affiliate is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Affiliate in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries as provided in subsection (b) if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.. For purposes of this Section 3.8, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. [CALLAWAY GOLF LOGO] Trust Agreement for the Callaway Golf Company Executive Deferred Compensation Plan (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the chief executive officer of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's or a Subsidiary's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.8(b) hereof and subsequently resumes such [CALLAWAY GOLF LOGO] Trust Agreement for the Callaway Golf Company Executive Deferred Compensation Plan payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, without interest thereon to reflect delayed payment, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company The Insolvent Entity shall be considered “Insolvent” for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.6, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Partners of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or any Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Insolvent Entity’s Participants or their Beneficiaries. The Trustee may conclusively rely on any determination it receives from the Committee Partners of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s or any Subsidiary’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s or a Subsidiary’s independent auditors as to the Company’s or any Subsidiary’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating CompanyInsolvent Entity’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan or otherwise.. Deferred Compensation Plan Master Trust Agreement (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The As provided in Section 3.7(b), the Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating The Company is unable to pay its debts as they become due; , or (ii) the Participating The Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. The insolvency of a Subsidiary of the Company will not cause the Company to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies under federal and state law as set forth below: (i) The Committee Board and the President and Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the President and Chief Executive Officer of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's solvency. In this regard, the Trustee may rely upon a letter from the Company's auditors as to the Company's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Company for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing of the disposition of such assetsCompany. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), . A plan of reorganization approved by a bankruptcy court shall be sufficient to require that the Trustee shall resume the payment of such benefits to Participants or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreementtheir Beneficiaries. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments which would have been due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuancediscontinuance but for the Insolvency, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent"Insolvent Entity"). A Participating Company The Insolvent Entity shall be considered “"Insolvent” " for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. - 11 - XXXXXX INTERNATIONAL, INC. Supplemental Executive Retirement Plan(s) MASTER TRUST AGREEMENT For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's or any Subsidiary's Insolvency. If a person claiming to be a creditor of a Participating the Company or my Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has bas actual knowledge of the Participating Company’s 's or a Subsidiary's Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence evidence, concerning the Participating Company’s 's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making making. a determination concerning the Participating Company’s 's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity's Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating Company’s Insolvent Entity's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement XXXXXX INTERNATIONAL, INC. Supplemental Executive Retirement Plan(s) MASTER TRUST AGREEMENT only after the Trustee determines or is informed by has been provided proof that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “"Insolvent” " for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; , or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s 's Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Participants or their Beneficiaries, or on their behalf to the 401(k) Trust. The Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s 's Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s 's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s 's solvency. In this regard, the Trustee may rely upon a letter from the Company's auditors as to the Company's financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or their Beneficiaries, or on their behalf of Plan Participants whose benefits under to the Plan are attributable to contributions (as directed by the Administrator or Committee401(k) made by that Participating Company. FurtherTrust, Trustee and shall segregate hold the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s 's general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries, or on their behalf to the 401(k) Trust, in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries Beneficiaries, or on their behalf to the 401(k) Trust, under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries Beneficiaries, or on their behalf to the 401(k) Trust, by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing the Participant is Insolvent. A Participating The Company shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Participating Company is unable to pay its debts as they become due; , or (ii) the Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company under federal and state law as set forth below: (i) The Committee Board and the CEO of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s Insolvency. If a person claiming to be a creditor of a Participating the Company alleges in writing to the Trustee that the Participating Company has become Insolvent, the Trustee shall determine whether the Participating Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits in accordance with this Sectionto the Participants or their Beneficiaries, or on their behalf to the 401(k) Trust. The Trustee may conclusively rely on any determination it receives from the Committee Board or the CEO of the Company with respect to the Insolvency of the Company. (ii) Unless the Trustee has actual knowledge of the Participating Company’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company or a person claiming to be a creditor alleging that the Participating Company is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Participating Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Participating Company’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s auditors as to the Company’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company is Insolvent, the Trustee shall discontinue payments from to the Trust to Participants or on behalf of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee their Beneficiaries and shall segregate hold the assets of the Trust attributable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Participating Company’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company with respect to benefits due under the Plan or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Trust Agreement only after the Trustee determines or is informed by has determined that the Committee that a Participating Company is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.6(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Committee shall provide instruct the Trustee with acceptable evidence of any as to such payments made by a Participating Company during the period of discontinuanceamounts.

Trustee Responsibility Regarding Payments on Insolvency. (a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Participating Company employing Company, or any Subsidiary, is Insolvent (the Participant is Insolvent“Insolvent Entity”). A Participating Company The Insolvent Entity shall be considered “Insolvent” for purposes of this Master Trust Agreement if: (i) the Participating Company Insolvent Entity is unable to pay its debts as they become due; , or (ii) the Participating Company Insolvent Entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. For purposes of this Section 3.7, if an entity is determined to be Insolvent, each Subsidiary in which such entity has an equity interest shall also be deemed to be an Insolvent Entity. However, the insolvency of a Subsidiary will not cause a parent corporation to be deemed Insolvent. (b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Participating Companies Company and its Subsidiaries under federal and state law as set forth below: (i) The Committee Board and the president of the Company shall have the duty to inform the Trustee in writing of a Participating the Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of a Participating the Company or my Subsidiary alleges in writing to the Trustee that the Participating Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Participating Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity’s Participants or their Beneficiaries. Prior to a Change in accordance with this Section. The Control, the Trustee may conclusively rely on any determination it receives from the Committee Board or the president of the Company with respect to the Insolvency of the CompanyCompany or any Subsidiary. (ii) Unless the Trustee has bas actual knowledge of the Participating Company’s or a Subsidiary’s Insolvency, or has received notice from the CommitteeCompany, such Participating Company a Subsidiary, or a person claiming to be a creditor alleging that the Participating Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Participating Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence evidence, concerning the Participating Company’s or any Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making making. a determination concerning the Participating Company’s or any Subsidiary’s solvency. In this regard, the Trustee may rely upon a letter from the Company’s or a Subsidiary’s auditors as to the Company’s or any Subsidiary’s financial status. (iii) If at any time the Trustee has determined that one of the Participating Companies has become Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments from to the Trust to Insolvent Entity’s Participants or on behalf their Beneficiaries, and shall hold the portion of Plan Participants whose benefits under the Plan are attributable to contributions (as directed by the Administrator or Committee) made by that Participating Company. Further, Trustee shall segregate the assets of the Trust attributable allocable to such Participating Company’s participants (as so directed by the Administrator or Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust Insolvent Entity for the benefit of the Participating CompanyInsolvent Entity’s general creditors until Trustee receives a court order directing the disposition of such assetscreditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their rights as general creditors of the Participating Company Insolvent Entity with respect to benefits due under the Plan Plans or otherwise. (iv) If The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee determines or is informed by has been provided proof that the Committee that a Participating Company alleged Insolvent Entity is not Insolvent (or is no longer Insolvent), the Trustee shall resume the payment of benefits to or on behalf of Plan Participants who are or were employees of such Participating Company on the date of such determination (the “Determination Date”). Notwithstanding anything in this Section to the contrary, if Trustee discontinues the payment of benefits from the Trust and segregates the Affected Assets pursuant to this Section, Trustee shall not thereafter make payment of benefits accrued before the Determination Date to or on behalf of such Plan participants from any assets of the Trust other than (i) the Affected Assets (and earnings thereon), and (ii) new contributions made to the Trust for such Participating Company; provided, nothing contained herein shall prevent Trustee from making payment of benefits accrued on or after the Determination Date to or on behalf of such Plan Participants from any assets of the Trust other than the Affected Assets (and earnings thereon) in accordance with the terms of this Trust Agreement. (c) If Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.7(b) hereof and subsequently resumes such payments, such payments shall be made exclusively from (i) the Affected Assets then remaining in the Trust, and (ii) new contributions made to the Trust for such Participating Company, and the first payment following such discontinuance shall include (to the extent of such Affected Assets and/or new contributions) the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by a Participating the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. The Controlling Company Prior to a Change in Control, the Committee shall provide instruct the Trustee as to such amounts, and after a Change in Control, the Trustee shall determine such amounts in accordance with acceptable evidence the terms and provisions of any such payments made by a Participating Company during the period of discontinuancePlans.