Common use of Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company Clause in Contracts

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENT 4.1 The Chairman/President of the Company and the Chairman/President of each Employer (the “Chairman”) shall have the duty to promptly inform the Trustee in writing of the Insolvency of the Company or the Employer, and the Trustee may rely on information so supplied. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, whether the Company or the Employer is Insolvent. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge that the Company or the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s or the Employer’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary to pursue his rights as a general creditor of the Company or the Employer with respect to the benefits from the Employer's Arrangement or otherwise. 4.5 If the Trustee discontinues payments of benefits from the Trust pursuant to Section 4.2 above and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiary (together with interest) in accordance with the Employer’s Arrangement during the period of such discontinuance; provided that, to the extent the Participant has received such payments from an Employer, such amount shall be paid to the Employer.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENTIs Insolvent 4.1 (a) The Chairman/President Trustee shall cease payment of benefits to Executives if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company is determined to be insolvent by any state or federal regulatory authority. (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of that the Company or the Employer, and the Trustee may rely on information so suppliedis Insolvent. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the TrustExecutives. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge that the Company is Insolvent, or has received notice from the Employer Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning whether the Company’s or the Employer’s solvency Company is Insolvent as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning whether the Company is Insolvent. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Executives and shall hold the assets of the Trust for the benefit of the Company’s or the Employer’s solvency's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Executives to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Contracts or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Executives in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(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 made due to Trust Beneficiary (together with interest) in accordance with Executives under the Employer’s Arrangement during terms of the Contracts for the period of such discontinuance; , less the aggregate amount of any payments made to Executives by the Company in lieu of the payments provided that, to the extent the Participant has received for hereunder during any such payments from an Employer, such amount shall be paid to the Employerperiod of discontinuance.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENTIs Insolvent 4.1 (a) The Chairman/President Trustee shall cease payment of benefits from the Trust to Plan Participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if: (i) the Company is unable to pay its debts as they become due; or (ii) the 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(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of the Company or the Employer, and the Trustee may rely on information so suppliedCompany’s Insolvency. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company Plan Participants or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trustbeneficiaries. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company or the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s solvency as may be furnished to the Trustee which will give by the Company and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the Employerassets of the Trust for the benefit of the Company’s solvencygeneral creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Plan Participants or their beneficiaries to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Plan or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Plan Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(b) hereof and subsequently resumes such payments, then as directed in writing by the Company, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made due to Trust Beneficiary (together with interest) in accordance with Plan Participants or their beneficiaries under the Employer’s Arrangement during terms of the Plan for the period of such discontinuance; , less the aggregate amount of any payments made to Plan Participants or their beneficiaries by the Company in lieu of the payments provided that, for hereunder during any such period of discontinuance. The Trustee shall have no duty to calculate the extent the Participant has received such payments from an Employer, such amount shall be paid to the Employerforegoing amounts.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENTIs Insolvent 4.1 (a) The Chairman/President Trustee shall cease payment of benefits to Directors if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company is determined to be insolvent by any state or federal regulatory authority. (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of that the Company or the Employer, and the Trustee may rely on information so suppliedis Insolvent. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the TrustDirectors. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge that the Company is Insolvent, or has received notice from the Employer Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning whether the Company’s or the Employer’s solvency Company is Insolvent as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning whether the Company is Insolvent. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Directors and shall hold the assets of the Trust for the benefit of the Company’s or the Employer’s solvencygeneral creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Directors to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Plans or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Directors in accordance with Section 2 of this Trust Agreement only after the Trustee has been advised that the Company is not Insolvent (or is no longer Insolvent). (5) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(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 made due to Trust Beneficiary (together with interest) in accordance with Directors under the Employer’s Arrangement during terms of the Plans for the period of such discontinuance; , less the aggregate amount of any payments made to Directors by the Company in lieu of the payments provided that, to the extent the Participant has received for hereunder during any such payments from an Employer, such amount shall be paid to the Employerperiod of discontinuance.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENT 4.1 (a) The Chairman/President Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (1) the Company is unable to pay its debts as they become due or (2) the 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(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of the Company or the Employer, and the Trustee may rely on information so suppliedCompany's Insolvency. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company Plan participants or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trustbeneficiaries. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company or the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s 's solvency as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s 's solvency. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the Employer’s solvencyassets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Plan participants or their beneficiaries to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Plan or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent) or pursuant to an order of a court of competent jurisdiction. (c) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(a) and (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 made due to Trust Beneficiary (together with interest) in accordance with Plan participants or their beneficiaries under the Employer’s Arrangement during terms of the Plan for the period of such discontinuance; , less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided that, to the extent the Participant has received for hereunder during any such payments from an Employer, such amount shall be paid to the Employerperiod of discontinuance.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENT 4.1 The Chairman/President is Insolvent At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Chairman/President Company is Insolvent. The Company shall be considered “Insolvent” for purposes of each Employer this Trust Agreement if (i) the “Chairman”Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. The Chief Executive Officer of the Company shall have the duty to promptly inform notify the Trustee in writing of the Company’s Insolvency of promptly after the Company or the Employer, and the Trustee may rely on information so suppliedbecomes Insolvent. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the EmployerParticipants or beneficiaries. The Trustee shall continue the investment of promptly communicate any such Trust assets in accordance with Article VI, and shall make payments out of the Trust determination to the general creditors Chief Executive Officer of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a courtwriting. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after Unless the Trustee has determined that both received written notice from the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion person claiming to determine which be a creditor of the above alternatives Company alleging that the Company is appropriate to the situation. 4.4 Unless notified Insolvent, or otherwise has actual knowledge of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge that the Company or the Employer is InsolventInsolvency, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s solvency as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency. If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the Employerassets of the Trust for the benefit of the Company’s solvencygeneral creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Participants or beneficiaries to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Agreement or otherwise. 4.5 If . The Trustee shall resume the Trustee discontinues payments payment of benefits from the Trust pursuant to Section 4.2 above and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiary (together with interest) Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Employer’s Arrangement during Trustee has determined that the period of Company is not Insolvent (or is no longer Insolvent). Any such discontinuance; provided that, determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the extent Chief Executive Officer of the Participant has received such payments from an Employer, such amount shall be paid to the EmployerCompany in writing.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENT 4.1 (i) The Chairman/President Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (A) the Company is unable to pay its debts as they become due, (B) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or the equivalent thereof or (C) the Company is subject to an order or regulation issued pursuant to section 18(k) of the Federal Deposit Insurance Act, as amended, prohibiting payments from the Plan. (ii) For purposes of this Trust Agreement, a condition which results in the Company's being Insolvent shall be referred to as the Company's "Insolvency." (iii) While the Company is Insolvent, the Trustee shall make payments from the Trust only to or for the benefit of the Company's general creditors and only upon the direction of a court of competent jurisdiction or, in the event that a trustee, receiver, conservator or other similar official shall be appointed to oversee the Company's affairs during a period of Insolvency, upon the direction of such trustee, receiver, conservator or other similar official. (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (i) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of the Company or the Employer, and the Trustee may rely on information so suppliedCompany's Insolvency. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, Trustee shall determine whether the Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, whether the Company Plan participants or the Employer is Insolvent. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trustbeneficiaries. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (A) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company or the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s 's solvency as may be furnished to the Trustee which will give the and that provides Trustee with a reasonable basis for making a determination concerning the Company’s 's solvency. (B) The Trustee shall be deemed to have a reasonable basis for determining that the Company is Insolvent if it has received (1) a certified copy of a bankruptcy or insolvency petition with respect to the Employer’s solvencyCompany or a general assignment by the Company for the benefit of its creditors, (2) a Certificate of Commencement of Case (or similar document) acknowledging either (aa) that a petition for the commencement of a voluntary or involuntary case pursuant to Titles 7 or 11 of the United States Bankruptcy Code, as amended, was duly filed by or against the Company with the United States Bankruptcy Court, or (bb) the taking of possession of the Company of all or substantially all of its assets by a receiver, custodian, trustee or similar official, (3) a certified copy of an order pursuant to section 18(k) of the Federal Deposit Insurance Act, as amended, prohibiting payments pursuant to the Plan ("Regulatory Order"), or (4) a written certification, under penalties of perjury, signed by the Chief Executive Officer of the Company or a majority of the members of the Board, that the Company is Insolvent. (iii) If at any time the Trustee has determined that the Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Plan participants or their beneficiaries to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Plan or otherwise. 4.5 If (iv) (A) The Trustee shall resume the Trustee discontinues payments payment of benefits from the Trust pursuant to Section 4.2 above and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiary (together with interest) Plan participants or their beneficiaries in accordance with Section 2 hereof only after Trustee has determined that the Employer’s Arrangement during the period of such discontinuance; provided that, to the extent the Participant has received such payments from an Employer, such amount shall be paid to the EmployerCompany is not Insolvent (or is no longer Insolvent).

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENTIs Insolvent 4.1 (a) The Chairman/President Trustee shall cease payment of benefits to Executives if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company is determined to be insolvent by any state or federal regulatory authority. (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of that the Company or the Employer, and the Trustee may rely on information so suppliedis Insolvent. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the TrustExecutives. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge that the Company is Insolvent, or has received notice from the Employer Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning whether the Company’s or the Employer’s solvency Company is Insolvent as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning whether the Company is Insolvent. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Executives and shall hold the assets of the Trust for the benefit of the Company’s or the Employer’s solvencygeneral creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Executives to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Contracts or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Executives in accordance with Section 2 of this Trust Agreement only after the Trustee has been advised that the Company is not Insolvent (or is no longer Insolvent). (5) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(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 made due to Trust Beneficiary (together with interest) in accordance with Executives under the Employer’s Arrangement during terms of the Contracts for the period of such discontinuance; , less the aggregate amount of any payments made to Executives by the Company in lieu of the payments provided that, to the extent the Participant has received for hereunder during any such payments from an Employer, such amount shall be paid to the Employerperiod of discontinuance.

Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company. OR AN EMPLOYER IS INSOLVENT 4.1 (a) The Chairman/President Trustee shall cease payment of benefits to Plan Participants and their beneficiaries if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company is determined to be insolvent by any federal or state regulatory agency with jurisdiction over the Company. (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors and the Chairman/President Chief Executive Officer of each Employer (the “Chairman”) Company shall have the duty to promptly inform the Trustee in writing of the Insolvency of the Company or the Employer, and the Trustee may rely on information so suppliedCompany's Insolvency. If a person claiming to be a creditor of the Company or the Employer alleges in writing to the Trustee that the Company or the Employer has become Insolvent, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account to the Trust Beneficiary, and then independently determine, within sixty (60) days after receipt of such notice, determine whether the Company or the Employer is Insolvent. The Trustee may employ attorneysInsolvent and, accountants and other advisers to make pending such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trust. 4.2 Upon written notification of the Insolvency of the Company or the Employer pursuant to Section 4.1 above, or pending its determination of whether the Company or the Employer is Insolventdetermination, the Trustee shall discontinue payment of benefits, if any, from the Employer’s Account benefits to the Trust Beneficiary, and shall hold Trust assets attributable to such Trust Beneficiary for the benefit of the general creditors of the Company and the Employer. The Trustee shall continue the investment of such Trust assets in accordance with Article VI, and shall make payments out of the Trust to the general creditors of the Company Plan Participants or the Employer only in accordance with instructions from a court of competent jurisdiction or from a person appointed by such a court. The Trustee may employ attorneys, accountants and other advisers to make such determination and may rely conclusively on their conclusions. The expenses of such determination shall be allowed as administrative expenses of the Trustbeneficiaries. 4.3 The Trustee shall resume payments of benefits from the Employer’s Account to such Trust Beneficiaries in accordance with Article III of this Trust Agreement only after the Trustee has determined that both the Company and such Employer are not Insolvent or a court of competent jurisdiction orders the resumption of such payments. The Trustee shall have the discretion to determine which of the above alternatives is appropriate to the situation. 4.4 (2) Unless notified of the Company’s or an Employer’s Insolvency pursuant to Section 4.1 above, or the Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company or the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Company or the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s or the Employer’s 's solvency as may be furnished to the Trustee which will give and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s 's solvency. (3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the Employer’s solvencyassets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary Plan Participants or their beneficiaries to pursue his their rights as a general creditor creditors of the Company or the Employer with respect to benefits due under the benefits from the Employer's Arrangement Plan(s) or otherwise. 4.5 If (4) The Trustee shall resume the payment of benefits to Plan Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues payments the payment of benefits from the Trust pursuant to Section 4.2 above 3(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 made due to Trust Beneficiary (together with interest) in accordance with Plan Participants or their beneficiaries under the Employer’s Arrangement during terms of the Plan for the period of such discontinuance; , less the aggregate amount of any payments made to Plan Participants or their beneficiaries by the Company in lieu of the payments provided that, to the extent the Participant has received for hereunder during any such payments from an Employer, such amount shall be paid to the Employerperiod of discontinuance.