4 TRUST AGREEMENT dated as of the first day of January, 1998, between CALIFORNIA MICROWAVE, INC., a Delaware corporation, having an office at 1143 Borregas Avenue, Sunnyvale, California 94065 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee"). WITNESSETH: WHEREAS, the Sponsor is the sponsor of the California Microwave Tax-Deferred Savings and Deferred Profit Sharing Plan (the "Plan"); and WHEREAS, the Sponsor wishes to establish a trust to hold and invest Plan assets under the Plan for the exclusive benefit of participants in the Plan and their beneficiaries; and WHEREAS, the Trustee will accept the assets held in the Morely Stable Value Funds as of February 1, 1998, and this Agreement will be subsequently amended to reflect the addition to the Trust of the fund and to add operational guidelines within which the Trustee will administer the fund; and WHEREAS, California Microwave, Inc. (the "Named Fiduciary") is the named fiduciary of the Plan (within the meaning of section 402(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); and WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Named Fiduciary; and WHEREAS, the Sponsor wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and WHEREAS, the Administrative Committee (the "Administrator") is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA); and WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are purely ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator. 5 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:
4 TRUST AGREEMENT. This Trust Agreement ("Trust Agreement") made this 28th day of August, 1987 by and between Cleveland-Cliffs Inc, an Ohio corporation ("Cleveland-Cliffs"), and AmeriTrust Company National Association, a national banking association, as trustee (the "Trustee"); WITNESSETH: WHEREAS, certain benefits are or may become payable under the provisions of the Plan for Deferred Payment of Directors' Fees of The Cleveland-Cliffs Iron Company, adopted June 4, 1981 and assumed by Cleveland-Cliffs Inc, effective July 1, 1985, as the same has been or may hereafter be supplemented, amended or restated, or any successor thereto (the "Plan"), a current copy of which is attached hereto as Exhibit B and incorporated herein by reference, to the persons (who may be directors ("Directors") or beneficiaries of Directors) listed (from time to time as provided in Section 9(b) hereof) on Exhibit A hereto or to the beneficiaries of such persons (Directors and Directors' beneficiaries are referred to herein as "Trust Beneficiaries"), as the case may be;
4 TRUST AGREEMENT dated as of the 1st day of January, 1999, between The Progressive Corporation, an Ohio corporation, having an office at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (the "Sponsor"), and American Express Trust Company, having an office at 1200 Northstar West, P.O. Box 534, Minneapolis, Minnesota 55440-0534 (the "Trustee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Sponsor is the sponsor (within the meaning of Section 3(16)(B) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and a fiduciary of The Progressive Retirement Security Program (the "Plan"); and WHEREAS, Progressive Casualty Insurance Company ("Administrator") has been designated as administrator (within the meaning of Section 3(16)(A) of ERISA) of the Plan; and WHEREAS, Administrator has retained American Express Trust Company to provide certain administrative services with respect to the Plan pursuant to an Administrative Services Agreement dated January 1, 1999 (the "Services Agreement"); and WHEREAS, American Express Trust Company, in its capacity as a provider of services under the Services Agreement, is referred to hereinafter in this Agreement as the "Contract Administrator"; and WHEREAS, the Sponsor wishes to establish a trust to hold and invest contributions under the Plan for the exclusive benefit of Participants in the Plan and their Beneficiaries; and WHEREAS, the Trustee is willing to hold and invest the aforesaid contributions in trust; NOW, THEREFORE, Trustee and Sponsor hereby agree as follows:
4 TRUST AGREEMENT dated as of the fifteenth day of March, 1999, between LYONDELL CHEMICAL COMPANY, a Delaware corporation; EQUISTAR CHEMICALS, LP, a Delaware limited partnership; and LYONDELL-CITGO REFINING COMPANY LTD., a Texas limited liability partnership, each having an office at One Houston Center, 1221 McKinney, Suite 1600, Houston, Texas 77253-3646 (individually and collectively the "Sponsor" as defined in further detail below), and FIDELITY MANAGEMENT TRUST ------ COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee"). ------- WITNESSETH: WHEREAS, Lyondell Chemical Company is the sponsor of the Lyondell Chemical Company 401(k) and Savings Plan; Equistar Chemicals, LP is the sponsor of the Equistar Chemicals, LP Savings and Investment Plan and the Equistar Chemicals, LP Savings and Investment Plan for Represented Employees; and Lyondell-Citgo Refining Company Ltd. is the sponsor of the Lyondell-Citgo Refining Company 401(k) and Savings Plan for Non-Represented Employees and the Lyondell-Citgo Refining Company 401(k) and Savings Plan for Represented Employees. For purposes of this Agreement "Sponsor" shall refer individually and collectively to the ------ above-referenced plan sponsors unless specifically provided otherwise. Further, for purposes of this Agreement the term "Plan" shall refer individually and ---- collectively to the above-referenced plans unless specifically provided otherwise; and WHEREAS, certain affiliates and subsidiaries of the Sponsor maintain, or may in the future maintain, qualified defined contribution plans for the benefit of their eligible employees; and WHEREAS, the Sponsor desires to establish a single trust to hold all of the assets of the Plan and such other tax-qualified defined contribution plans maintained by the Sponsor, or any of its subsidiaries or affiliates, as are designated by the Sponsor as being eligible to participate in this Trust; and WHEREAS, the Trustee shall maintain a separate account reflecting the equitable share of each Plan in the Trust and in all investments, receipts, disbursements and other transactions hereunder, and shall report the value of such equitable share at such times as may be mutually agreed upon by the Trustee and the Sponsor. Such equitable share shall be used solely for the payments of benefits, expenses and other charges properly allocable to each such Plan and shall not be used for the payment of benefits, expenses or other ...