Common use of Amendment or Termination Clause in Contracts

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any of the Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to Key. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Key.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, KeyNordson, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred, then Key Nordson may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement only if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when Whenever (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred: Key , Nordson may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key Nordson determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant, and (z) no such amendment shall have the effect of adding circumstances under which a Funding Event shall be deemed to have terminated, affect the determination of the Aggregate Plan Liability or the Full Funding amount so as to reduce these amounts, or in any manner permit the withdrawal or diversion of assets from the Trust. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any of the Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to KeyNordson. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key Nordson may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to KeyNordson.

Amendment or Termination. 14.1 Except as provided in the second sentence (a) The provisions of this Section 14.1Agreement may be amended or altered (except as to the limitations on personal liability of the Participants and Commissioners and the prohibition of assessments upon Participants), or the Fund may be terminated, at any time before the occurrence meeting of the first Change Participants or pursuant to any vote of Control the Participants called for that purpose, by the affirmative vote of a majority of the Participants entitled to occur vote, by resolution adopted by each of the Participants or, if permitted by applicable Law, by an instrument or instruments in writing, without a meeting, signed by a majority of the Commissioners and a majority of the Participants; provided, however, that the Commission may, from time to time by a two-thirds vote of the Commissioners, and after fifteen (15) days’ prior written notice to the execution Participants, amend or alter the provisions of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including without the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one vote or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests assent of the Participants, taken as to the extent deemed by the Commissioners in good faith to be necessary to conform this Agreement to the requirements of applicable Laws or regulations or any interpretation thereof by a groupcourt or other governmental agency of competent jurisdiction, but the Commissioners shall not be liable for failing so to do. Notwithstanding the foregoing, (i) no amendment may be made pursuant to this Section 13.1 which would change any rights with respect to any allocated Shares of the Fund by reducing the amount payable thereon upon liquidation of the Fund or which would diminish or eliminate any voting rights of the Participants, except with the vote or written consent of two- thirds of the Participants entitled to vote thereon; and (yii) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on made which Participants are no longer entitled to any further payments pursuant to the terms of would cause any of the Covered Plans. investment restrictions contained in Section 4.2 hereof to be less restrictive without the affirmative vote of a majority of the Participants entitled to vote thereon. (b) Upon the termination of the Commission and the Fund pursuant to this Section 13.1: (i) The Commission shall carry on no business except for the purpose of winding up its affairs; (ii) The Commission shall proceed to wind up the affairs of the Fund and all of the powers of the Commission under this Agreement shall continue until the affairs of the Fund shall have been wound up, including, without limitation, the power to fulfill or discharge the contracts of the Fund, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Fund Property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its affairs; provided, however, that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Fund Property shall require approval of the principal terms of the transaction and the nature and amount of the consideration by affirmative vote of not less than a majority of the Participants entitled to vote thereon; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Commission may distribute the remaining Fund Property, in cash or in kind or partly in each, among the Participants according to their respective proportionate allocation of Shares. (c) Upon termination of the Trust on or after that dateFund and distribution to the Participants as herein provided, any assets remaining a majority of the Commissioners shall execute and lodge among the records of the Commission an instrument in writing setting forth the Trust fact of such termination, and the Commissioners shall thereupon be returned to Key. 14.5 Upon written approval discharged from all further liabilities and duties hereunder, and the right, title and interest of all Participants who are or may shall cease and be cancelled and discharged. (d) A certification in the future be entitled to receive any payment pursuant to the terms of any recordable form signed by a majority of the Covered PlansCommissioners setting forth an amendment and reciting that it was duly adopted by the Participants or by the Commissioners as aforesaid or a copy of the Agreement, Key may terminate as amended, in recordable form, and executed by a majority of the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination Commissioners, shall be returned to Keyconclusive evidence of such amendment.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes The Bank reserves the right to amend this Agreement at any time. However, to the extent any such amendment would adversely impact the accrued benefits of Control have occurredthe Executive, the amendment shall require the written consent of the Executive, even if the Executive is no longer employed by the Bank. (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, The Bank reserves the right to terminate the Agreement at that particular point in any time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any of the Covered Plans. Upon termination of the Trust on Agreement, the Bank shall determine whether all payments of benefits shall be made in accordance with the normal distribution schedule set forth under the Agreement or after that dateif payment of benefits shall be accelerated in order to wind down the Agreement. To the extent any benefits under the Agreement are subject to Code Section 409A, any assets remaining in acceleration of the Trust payment of such benefits due to terminating the Agreement shall comply with the following: (i) the Bank may terminate the Agreement provided that: (A) all arrangements sponsored by the Bank that would be returned to Key. 14.5 Upon written approval aggregated with this Agreement under Treasury Regulations Section 1.409A-1(c)(2) if the Executive covered by this Agreement was also covered by any of all Participants who those other arrangements are or may in the future also terminated; (B) no payments other than payments that would be entitled to receive any payment pursuant to payable under the terms of any the arrangement if the termination had not occurred are made within 12 months of the Covered Planstermination of the arrangement; (C) all payments are made within 24 months of the termination of the arrangements; and (D) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c)(2) if the same Executive participated in both arrangements, Key at any time within three years following the date of termination of the arrangement. (ii) The Bank may terminate the Trust prior Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all executives under substantially similar arrangements are required to receive all amounts of compensation deferred under the time all payments terminated arrangements within 12 months of the date of the termination of the arrangements. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A. (iii) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are or may become due included in the future under the Covered Plans have been made. All assets Executive’s gross income in the Trust at any such termination shall be returned latest of (A) the calendar year in which the Agreement terminates; (B) the calendar year in which the amount is no longer subject to Keya substantial risk of forfeiture; or (C) the first calendar year in which the payment is administratively practicable.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, 11.1. This trust agreement may be amended at any time before and to any extent by a written instrument executed by the Trustee and the Company; provided, however, that following a change in control of the Company this trust agreement may not be amended or terminated, and following a potential change in control of the Company and prior to the occurrence of a change in control of the first Change of Control to occur after Company the execution of this Agreement, Key, in its sole discretion, trust agreement may amend this Trust Agreement (including the exhibits hereto) not be amended in any manner and may terminate this Trust Agreement. If at adverse to any particular point in time trust beneficiaries unless (a) at least one year has expired since the most recent event or more Potential Changes transaction constituting a potential change in control of Control have occurred, the Company and (b) one or more in respect of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has a potential change in control which previously occurred, then Key may notno facts or circumstances continue to exist which, if initially occurring at that particular point the time any termination or amendment of this trust agreement is to occur, would constitute a potential change in time, terminate this Trust Agreement control of the Company; and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretionfurther, that while the amendment trust is in the best interests of the Participantsirrevocable, taken as a group, and (y) no such amendment shall remove will make the trust revocable or permit assets of the trust, before the payment of all supplemental benefits, to be returned to the Company or paid out of the trust to any plan or agreement from other person (except to trust beneficiaries pursuant to the class of Covered Plans unless the plan has been terminated and there are no further obligations due plans or to become due thereunder to any Participant. 14.3 After a Change creditors of Control has occurred, the Company under Section 4); and provided further that this Trust Agreement (including the exhibits hereto) trust agreement may not be amended or terminated except in any manner adverse to any of the officers listed on Exhibit B or their beneficiaries without the written consent of such officer of beneficiary, as provided in Section 14.5the case may be. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall 11.2. The trust will not terminate until the date on which Participants are no longer the last trust beneficiary ceases to be entitled to supplemental benefits payable under the trust, unless sooner revoked in accordance with Section 1.2; provided, however, that the trust shall terminate no later than 21 years following the death of all individuals who were participants in any further payments pursuant to plan on the terms date hereof (and their respective beneficiaries as of any of the Covered Planssuch date). 11.3. Upon termination of the Trust on trust as provided in Section 11.2 or after that dateupon revocation of the trust under Section 1.2, any assets remaining in the Trust shall trust will be returned to Keythe Company. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Key.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, (a) This Trust Agreement No. 2 may be amended at any time before and to any extent by a written instrument executed by the occurrence of the first Change of Control to occur Trustee, Cleveland-Cliffs and, on or after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After date on which a Change of Control has occurred, this a majority of the Indemnitees, except to make the Trust Agreement (including the exhibits heretorevocable after it has become irrevocable in accordance with Section 1(b) may not hereof, or to alter Section 12(b) hereof, except that amendments contemplated by Section 9 hereof shall be amended or terminated except made as provided in Section 14.5therein provided. 14.4 Unless earlier revoked pursuant to Section 1.2, the (b) The Trust shall not terminate until upon the earliest of (i) the tenth anniversary of the date on which Participants are a Change of Control has occurred; (ii) the third anniversary of the date on which a Change of Control has occurred, provided that the Trustee has received no demand for payment of Expenses prior to such anniversary; (iii) such time as the Trust no longer entitled to contains any further payments pursuant assets; (iv) such time as the Trustee shall have received consents from all Indemnitees to the terms termination of this Trust Agreement No. 2; or (v) there is no longer any living Indemnitee under this Trust Agreement No. 2 and there is no pending demand by the estate of any of Indemnitee against the Covered Plans. Trust. (c) Upon termination of the Trust on or after that dateas provided in Section 12(b) hereof, any assets remaining in the Trust shall be returned to Key. 14.5 Upon written approval Cleveland-Cliffs unless a determination is made by legal counsel experienced in such matters that the assets of all Participants who are the Trust may not be returned to Cleveland-Cliffs without violating Section 403(d) (2) of ERISA, or may any successor provision thereto. If such a determination is made, any assets remaining in the future be entitled to receive any payment Trust, after satisfaction of liabilities hereunder, pursuant to the terms written direction of Cleveland-Cliffs, shall be (i) distributed to any welfare benefit plan (within the meaning of the Covered Plans, Key may terminate the Trust prior to ERISA) maintained by Cleveland-Cliffs at the time all payments that are of distribution so established at such time in order to receive such assets from this Trust, or (ii) otherwise applied to provide benefits which may become due in be provided by a welfare benefit plan (within the future under meaning of ERISA), directly or through the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Keypurchase of insurance.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, KeyOglebay, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred, then Key Oglebay may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement only if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when Whenever (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred: Key , Oglebay may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key Oglebay determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant, and (z) no such amendment shall have the effect of adding circumstances under which a Funding Event shall be deemed to have terminated, affect the determination of the Aggregate Plan Liability or the Full Funding amount so as to reduce these amounts, or in any manner permit the withdrawal or diversion of assets from the Trust. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any of the Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to KeyOglebay. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key Oglebay may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to KeyOglebay.

Amendment or Termination. 14.1 (a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan(s) or shall make the Trust revocable, since the Trust is irrevocable in accordance with Section 1(b) hereof . Upon and after the occurrence of a Potential Change of Control (as defined in Section 14 hereof), notwithstanding any other provision hereof, this Trust may be amended only by an instrument in writing signed on behalf of the parties hereto, together with the written consent of Plan participants (or in the event of their deaths, their beneficiaries) who were Plan participants immediately prior to the Potential Change of Control ("Continuing Participants") and who at the time of such consent have unpaid Plan benefits equal to at least sixty-five percent (65%) of all unpaid Plan benefits of Continuing Participants; provided, however, that the signature and approval of the Trustee shall not be required for any termination of the Trust. Notwithstanding the foregoing, any such amendment may be made by written agreement of the parties hereto without obtaining the consent of the Plan participants or their beneficiaries, if such amendment does not adversely affect the rights of the Plan participants or their beneficiaries hereunder. (b) Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto13(C) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2hereof, the Trust shall not terminate until the date on which Participants Plan participants and their beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any of the Covered PlansPlan(s). Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to KeyCompany. 14.5 (c) Upon written approval of all Participants who are Plan participants (or may in the future be entitled event of their deaths, their beneficiaries) then having unpaid Plan benefits equal to receive any payment pursuant at least sixty-five percent (65%) of all amounts then held in the Trust (or, if such approval is sought upon or after the occurrence of a Potential Change of Control, the written approval of Plan participants (or in the event of their deaths, their beneficiaries) who were Plan participants immediately prior to the terms Potential Change of any Control ("Continuing Participants") and who at the time of the Covered Planssuch approval have unpaid Plan benefits equal to at least sixty-five percent (65%) of all unpaid Plan benefits of Continuing Participants), Key Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans Plan(s) have been made. All assets in the Trust at any such termination shall be returned to Key.

Amendment or Termination. 14.1 Except as provided A. Subject to the limitations of Subsection B hereof, except during either a Potential Change in the second sentence of Control Period or upon or after a Change in Control, this Section 14.1Agreement may be amended, in whole or in part, at any time before and from time to time, by the occurrence action specifically authorized or approved by the Board of Directors of Company, with the consent of the Trustee, which consent shall not be unreasonably withheld, and set forth in a written instrument executed by or on behalf of Company and Trustee. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable. B. Subject to the current provisions of Section 5 hereof and the rights of Company’s creditors pursuant thereto, no amendment of this Agreement described in this B may be made without a Qualified Vote and no amendment to the provisions providing for or permitting termination of the Trust shall be made without a Super Qualified Vote. An amendment described in this B is any amendment which would have the effect of (i) eliminating or reducing Company’s and or any other employer’s obligation to make contributions to the Trust Fund in the event of either a Potential Change in Control or a Change in Control as set forth in this Agreement as originally executed (or amended as allowed pursuant to this ▇▇▇▇▇▇▇ ▇▇ ▇), (▇▇) except to the extent currently permitted under this Agreement, permitting the use of the assets of the Trust Fund for any purpose other than providing benefits to Participants and Beneficiaries and defraying the reasonable expenses of the Plans and Trust as currently contemplated hereunder, (iii) changing the current definitions of Potential Change in Control, Potential Change in Control Period and Change in Control or altering the current provisions of this Section 14, (iv) eliminating or reducing any of the authority or rights or circumstances of existence of the Committee pursuant to the current provisions of Section 9 C or (v) decreasing the obligation of Company to make contributions to the Trust Fund to provide benefits to Participants no longer employed by Company or the Beneficiaries of any such Beneficiaries. C. Upon or after a Change in Control or during a Potential Change in Control Period, this Agreement may be amended only by action of the Trustee and Super Qualified Vote. D. Notwithstanding the provisions of Section (relating to irrevocability) the Trust established pursuant to this Agreement may be terminated by action of the Board of Directors of the Company after the first Change of Control to occur after of (a) satisfaction of all liabilities under the execution Plans with respect to all Participants and their Beneficiaries or (b) the twenty-first anniversary of the death of the last survivor of the Participants or Beneficiaries who are in being on the date of this Agreement; provided that prior to any termination pursuant to clause (a) becoming effective there is issued a written certification by and from the Trustee that it is not aware of any unsatisfied liabilities under any of the Plans and a certification by the CEO or the Chief Financial Officer of the Company and a letter from the Actuary in which each respectively states that to his best knowledge and belief all liabilities have been satisfied with respect to all Participants in the Plans and their Beneficiaries and that there are no unsatisfied liabilities (other than claims which can no longer be the subject of legal action and claims which Trustee agrees are de minimis or extremely remote and lacking in merit and for which Company indemnifies Trustee). E. For purposes of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in commutation of any manner benefit payable to a Participant or a Beneficiary or to a living Participant and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes Beneficiaries shall be deemed provided for if (i) the CEO or his delegate states in writing that such commutation has occurred in accordance with provisions of Control have occurredthe Plan providing such benefit, (bii) one the Actuary delivers to Trustee his opinion that the lump sum to be provided is the actuarial equivalent of the benefit or benefits commuted computed in accordance with either or a combination of (A) provisions of the relevant Plan or Plans and (B) actuarial methods and assumptions the Actuary deems reasonable and appropriate or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and favorable to the extent permitted by Section 14.2 belowpayee than reasonable and appropriate. Any such payment made to a Participant shall terminate all rights of his Beneficiary or Beneficiaries. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements F. Subject to the class provisions of Covered Plans subsections D and Key may amend G of this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.214, the Trust shall not terminate until the date on which Participants and their Beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any of the Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to KeyCompany. The powers and duties of the Trustee shall continue as long as any part of the Trust Fund remains in its possession. 14.5 G. Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plansa Super Qualified Vote, Key Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans have been mademade upon written notice to Trustee. All assets in the Trust at any such termination shall be returned to KeyCompany unless the Company otherwise directs Trustee.

Amendment or Termination. 14.1 13.1 Except as provided in the second sentence of this Section 14.113.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, KeyOglebay, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred, then Key Oglebay may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement only if and to the extent permitted by Section 14.2 13.2 below. 14.2 At any particular point in time when 13.2 Whenever (a) one or more Potential Changes of Control Funding Events have occurred, (b) one or more of those Potential Changes of Control Funding Events has not yet been terminated, and (c) no Change of Control has occurred: Key , Oglebay may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key Oglebay determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant, and (z) no such amendment shall have the effect of adding circumstances under which a Funding Event shall be deemed to have terminated, affect the determination of the Aggregate Plan Liability or the Full Funding amount so as to reduce these amounts, or in any manner permit the withdrawal or diversion of assets from the Trust. 14.3 13.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5terminated. 14.4 13.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any of the Covered Plans. Upon termination all assets of the Trust on or after that date, any assets remaining in the Trust shall be returned to Key. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets transferred to Trust I and Trust II or otherwise distributed in the Trust at any such termination shall be returned to Keyaccordance with Article 4.

Amendment or Termination. 14.1 Except (a) This Trust Agreement (including Appendix A hereto) may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, (i) no such amendment shall conflict with the terms of the Plan(s) as then in effect or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof and (ii) the duties and responsibilities of Trustee shall not be increased without Trustee’s written consent. (1) Furthermore, notwithstanding anything to the contrary in this Trust Agreement (except as otherwise provided in the second sentence of this Section 14.112), at any time before (i) prior to a Change of Control, no amendment shall be made to Section 1(d) through (h), Section 2, Section 4, Section 5(h), Section 10(c), Section 10(d), this Section 12(a), Section 13(d), Section 13(g), Section 13(j), and Section 13(k), and no deletion shall be made in Appendix A, without the occurrence prior written consent of more than one half of a combination of the first participants and beneficiaries of deceased participants in the Plan(s) unless such amendment would not, in the opinion of counsel, have a material and adverse effect on the rights or interests of such participants or beneficiaries or procedures for distribution of benefits to participants or beneficiaries; and (ii) following a Change of Control Control, no amendment shall be made to occur after the execution any provision of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits Appendix A hereto) without the prior written consent of more than one half of a combination of the participants and beneficiaries of deceased participants in the Plan(s) unless such amendment would not, in the opinion of counsel, have a material and adverse effect on the rights or interests of such participants or beneficiaries or procedures for distribution of benefits to participants or beneficiaries. (2) The limitations contained in Section 12(a)(1) shall not apply with respect to any manner amendment which is reasonably necessary, in the opinion of counsel, to preserve the status of the Trust as a grantor trust and the status of the Plan(s) as unfunded for federal income tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended, or to guard against an adverse impact on Plan participants or beneficiaries and which, in the opinion of counsel, is drafted primarily to preserve such status or to reduce or eliminate such adverse impact on such person or persons. (3) In each instance in which an opinion of counsel is contemplated in this Section 12(a) prior to a Change of Control, such opinion shall be in writing and delivered to Trustee, rendered by a nationally recognized law firm selected by Company, and in each instance in which an opinion of counsel is contemplated in this Section 12(a) after a Change of Control, such opinion shall be in writing and delivered to Trustee, rendered by a nationally recognized law firm selected by the Independent Fiduciary. Trustee may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, rely on all such opinions and determinations. (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the The Trust shall not terminate until the date on which Participants Plan participants and their beneficiaries are no longer entitled to any further payments benefits from Company pursuant to the terms of any of the Covered PlansPlan(s). Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to KeyCompany. 14.5 (c) Upon written approval of all Participants who are participants or may in the future be beneficiaries entitled to receive any payment of benefits pursuant to the terms of any of the Covered PlansPlan(s), Key Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans Plan(s) have been made. All assets in the Trust at any such termination shall be returned to KeyCompany. (d) Trustee may rely for purposes of this Section 12 on a certificate furnished by Company prior to a Change of Control, and by a Trust Contractor after a Change of Control, (i) with respect to any amendment requiring the prior written consent of more than one half of the participants and beneficiaries in the Plan(s) pursuant to subsection (a) of this Section 12, that such consent has been obtained, (ii) with respect to subsection (b) of this Section 12, that Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s), and (iii) with respect to subsection (c) of this Section 12, that the written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan(s) has been obtained.

Amendment or Termination. 14.1 (a) This Agreement may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Supplemental Severance Plan or shall make this Trust revocable after it has become irrevocable in accordance with Section 1 hereof. (b) Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto13(c), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants each Executive and their beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any the Supplemental Severance Plan and all fees and expenses of the Covered Plans. Upon termination of the this Trust on or after that date, any assets remaining in the Trust shall be returned to Keyhave been paid. 14.5 (c) Upon written approval of all Participants who are or may in the future be Executives and beneficiaries entitled to receive any payment of benefits pursuant to the terms of any of the Covered PlansSupplemental Severance Plan, Key the Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans Supplemental Severance Plan have been made. All assets . (d) This Agreement may not be amended or terminated by the Company for two (2) years following a Change in Control without the written consent of a majority of the Executives then covered by this Agreement except, if in the opinion of counsel to the Trustee (which may be its inside counsel) , such amendment is necessary to maintain the tax status of this Trust, the deferred compensation status of the Supplemental Severance Plan, or status of this Trust at under the Employee Retirement Income Security Act of 1974 as amended to this Trust. (e) Upon termination of this Trust any such termination assets remaining in this Trust, after payment of all expenses of this Trust, shall be returned to Keythe Company. (f) The Company hereby advises the Trustee that: i. The Company will distribute to its shareholders shares of stock of its wholly owned subsidiary, Rayonier Advanced Materials Company (“RYAM”), which is anticipated to occur on or about June 30, 2014 (the date of such. distribution is referred to herein as the “Separation Date”); ii. Six (6) Executives will be leaving the Company as of the closing of the Separation Date and will cease to be Executives under the Executive Severance Plan at that time (the “Departing Executives”), representing sixty percent (60%) of the Executives covered by the Trust immediately prior to the Separation Date, but the Benefits to which such Departing Executives could be entitled to under the Plan were a Change in Control to occur immediately before the Separation Date represent sixty seven percent (67%) of the total Benefits to all covered Executives in such event; iii. In the Company's judgment, $907,000, representing sixty seven percent (67%) of the Trust assets, is reasonably attributed to the benefit for the Departing Executives (the “Excess Assets” and the “Excess Assets Percentage,” respectively); and iv. RYAM has established a plan substantially similar to the Executive Severance Plan (the “RYAM Plan”) and (y) a trust (the “RYAM Executive Severance Trust”) substantially similar to this Trust has been created, in each case to be effective as of the Separation Date.” (g) Effective as of the Separation Date, the Trustee will transfer the Excess Assets (and the Excess Assets Percentage of additional assets that may be in the Trust as of the Separation Date not included in the Excess Assets, if any) to the RYAM Executive Severance Trust.

Amendment or Termination. 14.1 Except as provided in the second sentence The Board of Directors, at a ------------------------ regular meeting or by unanimous written consent, may amend, terminate or suspend this Section 14.1, Plan at any time before or from time to time by an instrument in writing duly executed in the occurrence name of the first Change of Control Company and delivered to occur after the execution of this AgreementCommittee; provided, Keyhowever, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time that (a) one No amendment shall provide for the use of the assets of this Plan or more Potential Changes any part thereof other than for the exclusive benefit of Control have occurredParticipants, Former Participants, Alternate Payee and Beneficiaries; (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such No amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to deprive any Participant. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended Former Participant, Alternate Payee or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms Beneficiary of any of the Covered Plans. Upon benefits which are vested in him or to which he is entitled under this Plan by reason of the prior Years of Service, death, Disability or termination of employment of such Participant or Former Participant; and (c) Without limiting the Trust on or after that dategenerality of the foregoing and notwithstanding anything to the contrary in this Plan contained, this Plan may be amended at any assets remaining time and from time to time in the Trust shall be returned any respect so as to Key. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment qualify this Plan as exempt pursuant to Sections 401 and 501(a) of the terms Code and like provisions of subsequent Revenue Acts, and to comply with the provisions of ERISA, regardless of whether any such amendment may change, alter or amend the relative benefits under this Plan of any Participant, Former Participant, Alternate Payee or Beneficiary." THIRD: Appendix VII of the Covered PlansPlan is hereby amended to read, Key may terminate in its ----- entirety, as follows: "APPENDIX VII 1. The provisions of this Appendix VII shall apply only to each salaried employee and each hourly employee who is classified as a Leadperson, Material Coordinator, Set-up Person, QC Inspector, Maintenance or Shipping/Receiving Clerk, of the Trust Technical Motor Division of AMETEK, Inc. ("Technical Motors") at its Simi Valley location, who (i) was an employee of Cambridge-▇▇▇ Industries, Inc. (the "Predecessor Employer") immediately prior to the time all payments that are or may become due acquisition by AMETEK from the Predecessor Employer of the assets and business of the Predecessor Employer which comprised its Tencal operations, and (ii) directly transferred employment to Technical Motors in connection with the acquisition. Such persons shall hereinafter be referred to as "Covered Employees" for purposes of this Appendix VII. 2. Each salaried Covered Employee who has attained age 21 shall be eligible to participate in the future under Plan, effective July 1, 1992, in accordance with, and subject to, all of the terms, conditions and provisions of the Plan. Each hourly Covered Plans have been made. All assets Employee who has attained age 21 shall be eligible to participate in the Trust at any such termination Plan on October 1, 1994, in accordance with, and subject to, all terms, conditions and provisions of the Plan. 3. Any Covered Employee not referred to in Section 2 of this Appendix VII shall be returned eligible to Keyparticipate in the Plan on the January 1st coincident with or next following the date such Covered Employee first satisfies the eligibility requirements set forth in Article III of the Plan. 4. For purposes of determining any Covered Employee's nonforfeitable right to his Employer Contribution Account pursuant to Section 6.1 of the Plan, the Years of Service of such Covered Employee shall be deemed to have commenced on the first day of the most recent period of continuous service with Predecessor Employer. 5. Defined terms used in this Appendix VII shall have the same meaning as the identical defined terms as used in The AMETEK, Inc. Savings and Investment Plan."

Amendment or Termination. 14.1 (a) Except as provided in the second sentence of this Section 14.114(c)(6), at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement may be amended by a written instrument executed by the Trustee and the Company (including or the exhibits hereto) in any manner and may terminate this Trust AgreementCompany’s delegate). If at any particular point in time (a) one or more Potential Changes of Control have occurredNotwithstanding the foregoing, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan conflict with the terms of the Plan or agreement from make the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any ParticipantTrust revocable. 14.3 After a Change (b) Unless otherwise agreed in writing by all Participants and Beneficiaries entitled to payment of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked benefits pursuant to Section 1.2the Plan, the Trust shall not terminate until the date on which all Participants are no longer entitled to and their Beneficiaries have received all of the benefits due them under the terms and conditions of the Plan. (c) Except as provided in Section 4, but notwithstanding any further payments pursuant other provision of this Trust Agreement to the terms of contrary, if at any of time (i) the Covered Plans. Upon termination Trust is finally determined by the Internal Revenue Service (the “IRS”) not to be a “grantor trust,” with the result that the income of the Trust on or after that dateis not treated as income of the Company pursuant to Sections 671 through 679 of the Code, any assets remaining in (ii) a federal tax is finally determined by the IRS to be payable by the Trust shall be returned to Key. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant beneficiaries with respect to the terms of any entire value of the Covered Plans, Key may terminate assets maintained under the Trust prior to the final distribution to the Trust beneficiaries, or (iii) the Trustee receives an opinion of counsel satisfactory to it to the effect that it is likely that the IRS will determine that a tax will be payable by Trust beneficiaries as described in (ii) above and it is likely that such determination will be upheld, then, upon the written direction of the Administrative Committee, the Trustee shall immediately terminate the Trust and, as specified in writing by the Administrative Committee, the assets, shall be liquidated and paid in cash in a lump sum, subject to Section 6(e), as soon as practicable by the Trustee to the Trust beneficiary, regardless of whether such Trust beneficiary’s employment with the Company has terminated and regardless of the form and time all payments that are or may become due of payment specified in the future under the Covered Plans have been madeany applicable Payment Schedule. All remaining assets (less any expenses or costs due under Section 10 hereof) shall then be paid by the Trustee to the Company. If the IRS determination referred to in (ii) above or the opinion referred to in (iii) above applies to less than the entire value of the Trust, then, upon the written direction of the Administrative Committee, that part of the assets of the Trust to which such determination or opinion relates shall be liquidated and paid in cash in a lump sum, subject to Section 6(e), as soon as practicable by the Trustee to the Trust beneficiary upon whom such tax is or will be imposed, and the Trust shall continue in effect. (d) After payment of all fees and expenses of the Trust, any remaining assets in the Trust at any such termination shall be returned to Keythe Company.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, (a) This Trust Agreement No. 2 may be amended at any time before and to any extent by a written instrument executed by the occurrence of the first Change of Control to occur Trustee, Cleveland-Cliffs and, on or after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After date on which a Change of Control has occurred, this a majority of the Executives, Key Employees and Directors/Officers, except to make the Trust Agreement (including the exhibits heretorevocable after it has become irrevocable in accordance with Section 1(b) may not hereof, or to alter Section 12(b) hereof, except that amendments contemplated by Section 9 hereof shall be amended or terminated except made as provided in Section 14.5therein provided. 14.4 Unless earlier revoked pursuant to Section 1.2, the (b) The Trust shall not terminate until upon the earliest of: (i) the tenth anniversary of the date on which Participants are a Change of Control has occurred; (ii) the sixth anniversary of the date on which a Change of Control has occurred, provided that the Trustee has received no demand for payment of Expenses prior to such anniversary; (iii) such time as the Trust no longer entitled to contains any further payments pursuant assets; (iv) such time as the Trustee shall have received consents from all Indemnitees to the terms termination of this Trust Agreement No. 2; or (v) there is no longer any living Indemnitee under this Trust Agreement No. 2 and there is no pending demand by the estate of any of Indemnitee against the Covered Plans. Trust. (c) Upon termination of the Trust on or after that dateas provided in Section 12(b) hereof, any assets remaining in the Trust shall be returned to Key. 14.5 Upon written approval Cleveland-Cliffs unless a determination is made by legal counsel experienced in such matters that the assets of all Participants who are the Trust may not be returned to Cleveland-Cliffs without violating Section 403(d)(2) of ERISA, or may any successor provision thereto. If such a determination is made, any assets remaining in the future be entitled to receive any payment Trust, after satisfaction of liabilities hereunder, pursuant to the terms written direction of Cleveland-Cliffs, shall be (i) distributed to any welfare benefit plan (within the meaning of the Covered Plans, Key may terminate the Trust prior to ERISA) maintained by Cleveland-Cliffs at the time all payments that are of distribution so established at such time in order to receive such assets from this Trust, or (ii) otherwise applied to provide benefits which may become due in be provided by a welfare benefit plan (within the future under meaning of ERISA), directly or through the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Keypurchase of insurance.

Amendment or Termination. 14.1 Except (a) This Trust Agreement may be amended by a written instrument executed by the Trustee, the Company and the Consulting Firm; provided, that after a Change of Control, this Trust Agreement may not be amended in any manner adverse to any Participant unless such Participant gives his or her signed consent to such amendment, and Exhibit A hereto may not be amended without the consent of a majority of the Participants; and provided, further, that Exhibit C hereto may be amended only as provided in Section 3(a) hereof. (b) Before a Change of Control, the second sentence Trust shall be revocable by the Company. After a Change of this Section 14.1Control, at any time before the occurrence Trust shall be irrevocable and may be terminated only upon the receipt by the Trustee of a certification from the Consulting Firm that (i) all liabilities to the Participants under the Plans have been satisfied or (ii) it has received the signed consent to the termination of the first Change Trust of Control each Participant who remains entitled to occur payments pursuant to the Plans; provided, that if the Company or the Consulting Firm notifies the Trustee that any payment made from the Trust or to be made pursuant to the Plans is being contested, litigated or otherwise disputed, the Trust shall remain in effect until such contest, litigation or dispute is resolved. Upon such a termination of the Trust, the Trustee shall promptly transfer the Trust Assets (if any) to the Company. (c) Notwithstanding anything to the contrary in this Agreement, if the Company determines, in good faith based upon an opinion of counsel, which opinion is reasonably acceptable to the Trustee, that because of a change in law or in the interpretation thereof occurring after the execution date of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes Participants is likely to be subject to immediate income taxation with respect to his or her benefit under any of Control have occurredthe Plans, then (bi) if such determination is made before a Change of Control, the Company may direct to Trustee to distribute, and the Trustee shall distribute, to the Company and/or one or more Subsidiaries, the minimum amount of those Potential Changes Trust Assets that the Company determines, in good faith based upon such opinion of Control has counsel, will result in such taxation not yet been terminatedbeing likely, and (cii) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment such determination is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After made after a Change of Control has occurredthe Company shall, this Trust Agreement or if such determination is made before a Change of Control the Company may, direct the Trustee to pay (including and the exhibits heretoTrustee shall pay) may not to each such Participant, in full or partial satisfaction of the obligations of the Company and Subsidiaries to such Participant under the relevant Plan (the extent of such satisfaction to be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2determined by the Company, if such payment occurs before a Change of Control, and by the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant Consulting Firm, if such payment occurs after a Change of Control), an amount equal to the terms of any of amount with respect to which the Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall Company has so determined such Participant will be returned subject to Keytax. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Key.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this This Trust Agreement may be amended by a written instrument executed by the Trustee and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurredCompany. Notwithstanding the foregoing, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan conflict with the terms of the Plan or agreement from shall make the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any ParticipantTrust revocable. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits heretob) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the The Trust shall not terminate until the date on which Participants the Covered Employees and their beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any of the Covered PlansPlan. Upon termination of the Trust on or after that dateTrust, any assets remaining in the Trust shall be returned to Keythe Company. 14.5 (c) Upon written approval of all Participants who are each of the Covered Employees or may in the future be their beneficiaries entitled to receive any payment of benefits pursuant to the terms of any of the Covered PlansPlan, Key the Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans Plan have been made. All assets in the Trust at any such termination shall then be returned to Keythe Company. (d) In general, to the extent that the terms hereof are inconsistent with the terms of the Plan, the latter shall control as if the terms hereof had been amended accordingly. Notwithstanding anything herein to the contrary, upon a Change of Control, the Company shall be precluded from amending (i) this Trust Agreement, (ii) the Plan with respect to any benefit (including any form of benefit or benefit determination) of any Covered Employee that had accrued on or prior to the Change of Control or is funded pursuant to the provisions of Section 2 hereof but has not been completely distributed to the Covered Employees or beneficiaries, or (iii) any of the Plan terms with respect to any benefit other than a benefit described in the preceding clause (ii), provided, however, that in any such event, if a Covered Employee or beneficiary, as applicable, consents, in writing, to an amendment pertaining to his or her own benefit, such amendment shall be valid hereunder. Upon a Change of Control, this Section 12(d) shall be deemed to supersede any provision of any such Plan which permits amendments of such Plan inconsistent with the terms hereof and this Section 12(d) shall constitute an amendment to such Plan.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this This Trust Agreement may be amended by a written instrument executed by the Trustee and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurredCompany. Notwithstanding the foregoing, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan conflict with the terms of the Plan or agreement from shall make the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any ParticipantTrust revocable. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits heretob) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the The Trust shall not terminate until the date on which Participants the Covered Employees and their beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any of the Covered PlansPlan. Upon termination of the Trust on or after that dateTrust, any assets remaining in the Trust shall be returned to Keythe Company. 14.5 (c) Upon written approval of all Participants who are each of the Covered Employees or may in the future be their beneficiaries entitled to receive any payment of benefits pursuant to the terms of any of the Covered PlansPlan, Key the Company may terminate the this Trust prior to the time all benefit payments that are or may become due in the future under the Covered Plans Plan have been made. All assets in the Trust at any such termination shall then be returned to Keythe Company. (d) In general, to the extent that the terms hereof are inconsistent with the terms of the Plan with respect to any Covered Employee, the latter shall control with respect to such Covered Employee as if the terms hereof had been amended accordingly. Notwithstanding anything herein to the contrary, upon a Change of Control, the Company shall be precluded from amending (i) this Trust Agreement, (ii) the Plan with respect to any benefit (including any form of benefit or benefit determination) of any Covered Employee that had accrued on or prior to the Change of Control or is funded pursuant to the provisions of Section 2 hereof but has not been completely distributed to the Covered Employees or beneficiaries, or (iii) any of the Plan terms with respect to any benefit other than a benefit described in the preceding clause (ii), provided, however, that in any such event, if a Covered Employee or beneficiary, as applicable, consents, in writing, to an amendment pertaining to his or her own benefit, such amendment shall be valid hereunder. Upon a Change of Control, this Section 12(d) shall be deemed to supersede any provision of any such Plan which permits amendments of such Plan inconsistent with the terms hereof and this Section 12(d) shall constitute an amendment to such Plan.

Amendment or Termination. 14.1 Except as provided 13.1 This Trust Agreement may be amended by a written instrument executed by Trustee and the Company; however, for a period of three years following a Change in Control any such amendment shall require the second sentence written consent of this Section 14.1, at any time before the occurrence a majority of the first Change Plan participants at the time of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreementsuch amendment. If any such amendment is made at any particular point the request or direction of a person who has entered into an agreement with the Company, the consummation of which would constitute a Change in time Control, or was otherwise in connection with or in anticipation of a Change in Control (a) one whether or more Potential Changes of not the Change in Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurredever occurs), then Key may notfor all purposes hereof, at such amendment shall be deemed to have been made following a Change in Control. Notwithstanding the foregoing, the Company shall ensure that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan conflict with the terms of the Plan or agreement from shall make the class of Covered Plans unless the plan Trust revocable after it has been terminated and there are no further obligations due or to become due thereunder to any Participantirrevocable in accordance with Section 2.2 hereof. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the 13.2 The Trust shall not terminate until the date on which Participants all Plan participants and their beneficiaries are no longer entitled to any further payments Supplemental Benefits pursuant to the terms of any the Plan, unless sooner revoked in accordance with Section 2.2 hereof; provided, however, the Trust shall terminate prior to such date if and when all of the Covered Plansassets of the Trust are consumed in satisfaction of the claims of the general creditors of the Company pursuant to Article IV. Upon satisfaction of all liabilities under the Plan with respect to all participants and beneficiaries, the Company, pursuant to a resolution of its Board of Directors, may terminate the Trust by delivery to the Trustee of (i) a certified copy of such resolution, (ii) a certification of the Plan's enrolled actuary confirming that all liabilities under the Plan have been satisfied, and (iii) a written instrument of termination duly executed and acknowledged in the same form as this Trust Agreement. Upon termination of the Trust on or after that datein accordance with this Section 13.2, any assets remaining in the Trust shall be returned to Keythe Company. 14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Key may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Key.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, (a) This Trust Agreement No. 2 may be amended at any time before and to any extent by a written instrument executed by the occurrence of the first Change of Control to occur Trustee, Cleveland-Cliffs and, on or after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this Trust Agreement and Key may only amend this Trust Agreement if and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant. 14.3 After date on which a Change of Control has occurred, this a majority of the Executives, Key Employees and Directors/Officers, except to make the Trust Agreement (including the exhibits heretorevocable after it has become irrevocable in accordance with Section l(b) may not hereof, or to alter Section 12(b) hereof, except that amendments contemplated by Section 9 hereof shall be amended or terminated except made as provided in Section 14.5therein provided. 14.4 Unless earlier revoked pursuant to Section 1.2, the (b) The Trust shall not terminate until upon the earliest of: (i) the tenth anniversary of the date on which Participants are a Change of Control has occurred; (ii) the sixth anniversary of the date on which a Change of Control has occurred, provided that the Trustee has received no demand for payment of Expenses prior to such anniversary; (iii) such time as the Trust no longer entitled to contains any further payments pursuant assets; (iv) such time as the Trustee shall have received consents from all Indemnitees to the terms termination of this Trust Agreement No. 2; or (v) there is no longer any living Indemnitee under this Trust Agreement No. 2 and there is no pending demand by the estate of any of Indemnitee against the Covered Plans. Trust. (c) Upon termination of the Trust on or after that dateas provided in Section 12(b) hereof, any assets remaining in the Trust shall be returned to Key. 14.5 Upon written approval Cleveland-Cliffs unless a determination is made by legal counsel experienced in such matters that the assets of all Participants who are the Trust may not be returned to Cleveland-Cliffs without violating Section 403(d)(2) of ERISA, or may any successor provision thereto. If such a determination is made, any assets remaining in the future be entitled to receive any payment Trust, after satisfaction of liabilities hereunder, pursuant to the terms written direction of Cleveland-Cliffs, shall be (i) distributed to any welfare benefit plan (within the meaning of the Covered Plans, Key may terminate the Trust prior to ERISA) maintained by Cleveland-Cliffs at the time all payments that are of distribution so established at such time in order to receive such assets from this Trust, or (ii) otherwise applied to provide benefits which may become due in be provided by a welfare benefit plan (within the future under meaning of ERISA), directly or through the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Keypurchase of insurance.

Amendment or Termination. 14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Key, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Potential Changes of Control have occurred, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred, then Key may not, at that particular point in time, terminate this This Trust Agreement may be amended by a written instrument duly executed and Key may only amend this Trust Agreement if acknowledged by the Trustee and to the extent permitted by Section 14.2 below. 14.2 At any particular point in time when (a) one or more Potential Changes of Control have occurredCompany. Notwithstanding the foregoing, (b) one or more of those Potential Changes of Control has not yet been terminated, and (c) no Change of Control has occurred: Key may not terminate this Trust Agreement but Key may add one or more additional plans or agreements to the class of Covered Plans and Key may amend this Trust Agreement (including the exhibits hereto), provided that (x) Key determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, and (y) no such amendment shall remove any plan conflict with the terms of the Plan or agreement from shall make the class of Covered Plans unless the plan Trust revocable after it has been terminated and there are no further obligations due or to become due thereunder to any Participantirrevocable in accordance with Section 1(b) hereof. 14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits heretoi) may not be amended or terminated except as provided in Section 14.5. 14.4 Unless earlier revoked pursuant to Section 1.2, the The Trust shall not terminate until the date on which Participants Plan participants and their beneficiaries are no longer entitled to any further payments benefits pursuant to the terms of any of the Covered PlansPlan. Upon termination of the Trust on or after that dateTrust, any assets remaining in the Trust shall be returned to Keythe Company. 14.5 Upon written approval (ii) Notwithstanding the foregoing, if not sooner terminated, the Trust shall terminate automatically on the twenty-first (21st) anniversary of the death of the last to die of all Participants of the lineal descendants of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, daughter of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who are living and in being on the effective date of this Trust Agreement. (iii) Notwithstanding the foregoing, until the Trust has become irrevocable as provided in Section 1(b) hereof, the Trust may be terminated at any time by the Company. (iv) In case the Plan is terminated, in whole or may in part, the future be entitled to receive any payment pursuant Trustee (subject to the terms provisions of Sections 10 and 11 hereof and reserving such sums as the Trustee shall deem necessary in settling its accounts and to discharge any obligation of the Covered PlansFund for which the Trustee may be liable) shall apply and distribute any subfund attributable to such terminating Plan in accordance with the written directions of the Company. Upon such termination of the Plan in whole or in part, Key may terminate the Trust prior Trustee shall have a right to the time all payments that are or may become due have its accounts settled as provided in the future under the Covered Plans Section 7 hereof. When a subfund shall have been made. All assets in so applied or distributed and the Trust at any such termination accounts of the Trustee shall have been so settled, the Trustee shall be returned to Keyreleased and discharged from all further accountability or liability respecting such subfund, and shall not be responsible in any way for the further disposition of such subfund.