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

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity is unable to pay its debts as they become due, or (ii) the 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under Participating Company employing the provisions of any Plan as provided in this Section 3.7Participant is Insolvent. The A Participating Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Participating Company is unable to pay its debts as they become due, ; or (ii) the entity 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 Company and its Subsidiaries Participating Companies under federal and state law as set forth below: (i) The Board and the president of the Company Committee shall have the duty to inform the Trustee in writing of the a Participating Company's or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the a Participating 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, INCin accordance with this Section. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president of the Company Committee with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Participating Company's or a Subsidiary's ’s Insolvency, or has received notice from the CompanyCommittee, a Subsidiary, such Participating Company 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 ’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 ’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 Trustee has determined that one of the Trustee determines that the Company or any Subsidiary is Participating Companies has become Insolvent, the Trustee shall discontinue payments from the Trust to or on behalf of Plan Participants and Beneficiaries otherwise entitled whose benefits under the Plan are attributable to payment contributions (as directed by the Insolvent Entity under the provisions of any PlanAdministrator or Committee) made by that Participating Company. Further, and Trustee shall hold the portion of segregate the assets of the Trust allocable attributable to such Participating Company’s participants (as so directed by the Insolvent Entity Administrator or otherwise held Committee) (the “Affected Assets”) and continue to hold the Affected Assets in trust for the benefit of the Insolvent Entity's Participants and Beneficiaries for Participating Company’s general creditors until Trustee receives a court order directing the benefit disposition of the Insolvent Entity's general creditorssuch assets. 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 Insolvent Entity Participating Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 If the Trustee has determined determines or is informed by the Committee that the alleged Insolvent Entity 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) Provided that there are sufficient assets, if the If 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 Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by the a Participating Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee The Controlling Company shall instruct provide the Trustee as to with acceptable evidence of any such amounts, and after payments made by a Change in Control, Participating Company during the Administrator shall determine such amounts in accordance with the terms and provisions period of the Plansdiscontinuance.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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, or on their behalf to the 401(k) Trust. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and Beneficiaries otherwise entitled or their Beneficiaries, or on their behalf to payment by the Insolvent Entity under the provisions of any Plan401(k) Trust, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent EntityCompany's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) The Trustee shall resume the payment of benefits to Participants or their Beneficiaries Beneficiaries, or on their behalf to the 401(k) Trust, in accordance with this Article 3 of this Master Trust Agreement only after the Trustee has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries Beneficiaries, or on their behalf to the 401(k) Trust, under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries Beneficiaries, or on their behalf to the 401(k) Trust, by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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, or on their behalf to the 401(k) Trust. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and or their Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent EntityCompany's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 RPMor their AMERISTAR CASINOS, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Deferred Compensation Plan Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "“Insolvent Entity"”), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president Partners of the Company shall have the duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's ’s Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president Partners of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's ’s or any Subsidiary'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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s independent auditors as to the Company's ’s or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanParticipants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's ’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================Deferred Compensation Plan Master Trust Agreement (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: : (i) the entity Insolvent Entity is unable to pay its debts as they become due, or or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: : (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any Subsidiary'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 Company's or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's ’s auditors as to the Company's or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and or their Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's Company’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "“Insolvent Entity"”), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any my Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's ’s Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has bas actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence evidence, concerning the Company's ’s or any Subsidiary's ’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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s auditors as to the Company's ’s or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity’s Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's ’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined been provided proof that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"As provided in Section 3.7(b), the Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity The Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president President and Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president President and Chief Executive Officer of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Planor their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held Company for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit general creditors of the Insolvent Entity's general creditorsCompany. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity 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 resume the payment of such benefits to Participants or their Beneficiaries. (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuancediscontinuance but for the Insolvency, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If As provided in Section 3.7(b), the Company, Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company or any Subsidiary is Insolvent (the "“Insolvent Entity"”), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they the, become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's ’s Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's ’s or any Subsidiary'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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s auditors as to the Company's ’s or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity’s Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's ’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall will cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled attributable to payment by a particular entity under the terms of a Plan if the entity is Insolvent (the “Insolvent Entity”). The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall will be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i1) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii2) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i1) The Board board of directors of the Company and the president of the Company shall have the nondelegable duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall will determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall will discontinue payment of benefits to the Participants or their Beneficiaries attributable to the Insolvent Entity's Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board board of directors of the Company or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii2) Unless the Trustee has actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have has no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's ’s or any Subsidiary'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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s auditors as to the Company's ’s or any Subsidiary's ’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. (iii3) If at any time the Trustee determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall will discontinue payments to Participants and or their Beneficiaries otherwise entitled attributable to payment by the Insolvent Entity under the provisions of any PlanEntity, and shall will hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's ’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish diminishes any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv4) The Trustee shall will 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall will include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If As provided in Section 3.7(b), the Company, Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company or any Subsidiary is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they the, become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any my Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has bas actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence evidence, concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined been provided proof that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries as provided in subsection (b) if the Company, or any Subsidiary Subsidiary, is Insolvent (the "“Insolvent Entity"”), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's ’s Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president chief executive officer of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's ’s or any Subsidiary'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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s auditors as to the Company's ’s or any Subsidiary's ’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 determines that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent EntityCompany's Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president Chief Executive Officer of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, Company or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Company's Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Planor their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held Company for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent EntityCompany's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the PlansPlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "“Insolvent Entity"”), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's ’s or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's ’s Participants MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's ’s or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's ’s or any Subsidiary'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 Company's ’s or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's ’s or a Subsidiary's ’s independent auditors as to the Company's ’s or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity’s Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's ’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Subsidiary, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 RPMor their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the -------------------------------------------------------------------------------- -12- 16 ON ASSIGNMENT, INC. DEFERRED COMPENSATION PLAN(S) Deferred Compensation Plan Master Trust Agreement ================================================================================ or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the 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 Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.. -------------------------------------------------------------------------------- -13- 17 ON ASSIGNMENT, INC. Deferred Compensation Plan Master Trust Agreement ================================================================================

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries as provided in subsection (b) if the Company, or any Subsidiary Subsidiary, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president chief executive officer of the Company with respect to the Insolvency of the Company or any Subsidiary. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.8(b) hereof and subsequently resumes such [CALLAWAY GOLF LOGO] Trust Agreement for the Callaway Golf Company Executive Deferred Compensation Plan payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, without interest thereon to reflect delayed payment, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the PlansPlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the The Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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, or on their behalf to the 401(k) Trust. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any Subsidiary'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 Company's or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's ’s auditors as to the Company's or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and or their Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's Company’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If 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 any Subsidiary is Insolvent Companies (the "Insolvent Entity"), the determined as set forth in Section 2.3) shall be impacted. (b) The Trustee shall cease payments payment of benefits to Participants and Beneficiaries otherwise entitled to payment by of a Company if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The A Company or Subsidiary shall be considered "“Insolvent" ” for purposes of this Master Trust Agreement if: (i) the entity Company is unable to pay its debts as they become due, ; or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's ’s Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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, INCor Beneficiaries of such Company. DEFERRED COMPENSATION PLAN(S) ================================================================================ or their Beneficiaries. Prior to a Change in Control, the The Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's ’s Insolvency, or has received notice from the Company, a Subsidiary, Company or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any Subsidiary'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 Company's or any Subsidiary's ’s solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's ’s auditors as to the Company's or any Subsidiary's ’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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to the Participants and or Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plansuch Company, and shall hold the portion of the assets of the Trust allocable attributable to the Insolvent Entity or otherwise held such Company for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's Company’s general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity Company with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity Company is not Insolvent (or is no longer Insolvent). (cd) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b3.6(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the The Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Affiliate, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries Affiliates under federal and state law as set forth below: (i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any SubsidiaryAffiliate's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary Affiliate alleges in writing to the Trustee that the Company or any Subsidiary Affiliate has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary Affiliate 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any SubsidiaryAffiliate. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiaryan Affiliate's Insolvency, or has received notice from the Company, a Subsidiaryan Affiliate, or a person claiming to be a creditor alleging that the Company or a Subsidiary an Affiliate is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary Affiliate is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any SubsidiaryAffiliate's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's or any SubsidiaryAffiliate's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a SubsidiaryAffiliate's auditors as to the Company's or any SubsidiaryAffiliate's financial status. In determining whether the Company or any Subsidiary an Affiliate is Insolvent 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, the Affiliate to assist it in with the determination. The Company and each Subsidiary Affiliate 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 the Affiliate is Insolvent. To the extent that the Trustee engages the services of an advisor to the Company or any Subsidiarythe Affiliate, the Trustee may rely, without further inquiry, on the written determination of that advisor as to whether or not the Company or the Subsidiary Affiliate is Insolvent. All costs which are reasonably incurred by the Trustee in making the determination of whether the Company or any Subsidiary the Affiliate is Insolvent shall be reimbursed to the Trustee by the Company and or the SubsidiaryAffiliate, and if not so reimbursed, reimbursed shall be chargeable against the Trust FundTrust. (iii) If at any time the Trustee determines has determined that the Company or any Subsidiary Affiliate is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary Affiliate in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Post-Change Committee shall determine such amounts in accordance with the terms and provisions of the Plans.

Trustee Responsibility Regarding Payments on Insolvency. (a) If The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company, or any Subsidiary Affiliate, is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the . The Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity Insolvent Entity is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries Affiliates under federal and state law as set forth below: (i) The Board and the president CEO of the Company shall have the duty to inform the Trustee in writing of the Company's or any SubsidiaryAffiliate's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary Affiliate alleges in writing to the Trustee that the Company or any Subsidiary Affiliate has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary Affiliate 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president CEO of the Company with respect to the Insolvency of the Company or any SubsidiaryAffiliate. (ii) Unless the Trustee has actual knowledge of the Company's or a SubsidiaryAffiliate's Insolvency, or has received notice from the Company, a SubsidiaryAffiliate, or a person claiming to be a creditor alleging that the Company or a Subsidiary Affiliate is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary Affiliate is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any SubsidiaryAffiliate's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's or any SubsidiaryAffiliate's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a SubsidiaryAffiliate's auditors as to the Company's or any SubsidiaryAffiliate'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 determines has determined that the Company or any Subsidiary Affiliate is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans Plan or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary Affiliate in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the PlansPlan.

Trustee Responsibility Regarding Payments on Insolvency. (a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"As provided in Section 3.7(b), the Trustee shall cease payments payment of benefits to Participants and their Beneficiaries otherwise entitled to payment by if the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7Company is Insolvent. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if: (i) the entity The Company is unable to pay its debts as they become due, or (ii) the entity 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 Company and its Subsidiaries under federal and state law as set forth belowprovided in Section 1.3 above: (i) The Board and the president President and Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the 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 Control, the Trustee may conclusively rely on any determination it receives from the Board or the president President and Chief Executive Officer of the Company with respect to the Insolvency of the Company or any SubsidiaryCompany. (ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolventsolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the 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 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. 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 determines has determined that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any PlanEntity's Participants or their Beneficiaries, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise. MASTER TRUST AGREEMENT FOR RPM, INC. DEFERRED COMPENSATION PLAN(S) ================================================================================. (iv) 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 has determined that the alleged Insolvent Entity 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 resume the payment of such benefits to Participants or their Beneficiaries. (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuancediscontinuance but for the Insolvency, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator Trustee shall determine such amounts in accordance with the terms and provisions of the Plans.