Common use of Collateral Interest Clause in Contracts

Collateral Interest. On the Split Dollar Maturity Date, the Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefit) shall be paid or repaid to the Corporation in the following manner: (a) Notwithstanding any provision of this Agreement or the Policy that may be construed to the contrary, if the Split Dollar Maturity Date occurs due to the death of the Decedent, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals the Corporation's Death Benefit, if any, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Split Dollar Maturity Date occurs due to the suicide of the Decedent, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death Benefit. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest in the Policy and shall have no further interest in the Policy. Further, the Participant and/or Owner hereby acknowledge, understand and agree that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (f) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement shall terminate and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that the Corporation has complied with all provisions of this Agreement.

Collateral Interest. On the Split Dollar Maturity Benefit Measurement Date, the Collateral ------------------- Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefit) shall be paid or repaid to the Corporation in the following manner: (a) Notwithstanding any provision of this Agreement or the Policy that may be construed to the contrary, if when the Split Dollar Maturity Benefit Measurement Date occurs due to the death of the Decedentoccurs, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds or Cash Surrender Value if one or more of the insureds is still alive, that equals the Corporation's Death Benefit, if anysum of the Collateral Interest, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit, or any remaining Cash Surrender Value if one or more of the insureds is still alive; provided, however, if the Split Dollar Maturity Benefit Measurement Date occurs due to the suicide of the Decedent, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death BenefitCollateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (ec) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest in the Policy and shall have no further interest in the Policy. Further, the The Participant and/or Owner hereby acknowledge, understand and agree that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of no further interest in the Policy and shall have no obligation to make any additional premium payments. (fd) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement Agreement, and the Participant's participation in the Plan, shall terminate and no party shall have any further rights or obligations under the Agreement or the Plan with respect to any other party party, except to the extent otherwise provided in Section 3(c) hereof and except as provided in that certain letter dated _______________, 2001 from the Corporation has complied with all provisions of to the Participant regarding this Split Dollar Agreement.

Collateral Interest. On (a) Upon the Split Dollar Maturity occurrence of the Measurement Date, the Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefitinterest in the Policy (the "Collateral Interest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision Upon the Employee's Termination of Employment, or upon a termination of this Agreement or by either party in accordance with Section 9 below, the Policy Corporation shall be entitled to an amount that may is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (ii) Upon the Employee's Retirement, the Corporation shall be construed entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iii) Upon a Change of Control Event with respect to the contraryEmployee, if the Split Dollar Maturity Date occurs due Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the DecedentEmployee, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals exceeds the Employee's Death Benefit. (b) Subject to Section 6(d) below, the Corporation's Death BenefitCollateral Interest in the Policy, if anyas determined in Section 6(a) above, shall be paid to the Corporation in one of the following ways, as elected by the Employee, within 30 days of the applicable Measurement Date, and shall be paid as soon as is reasonably practical after the applicable Measurement Date, but in no event more than 90 days after that date: (i) Surrender, or partially surrender, the Policy and pay to the Corporation (or arrange for the Insurer to pay directly to the Corporation to the extent of the proceeds payable on surrender) an amount equal to the Corporation's Collateral Interest; (ii) Retain the Owner or Policy and take a loan out on the Designated BeneficiaryPolicy and pay to the Corporation an amount equal to the Corporation's Collateral Interest, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; (iii) Retain the Policy and, from the Employee's separate funds, pay to the Corporation an amount equal to the Corporation's Collateral Interest; or (iv) Transfer ownership of the Policy, and all rights thereunder, to the Corporation, provided that the Cash Surrender Value of the Policy is at least equal to the Corporation's Collateral Interest at the time of the transfer. (c) If the Measurement Date is a result of the Employee's death, the Corporation's Collateral Interest in the Policy, as the case may bedetermined in Section 6(a) above, shall be entitled paid from the Policy's death proceeds to the OwnerCorporation as soon as is reasonably practical after the Employee's Death Benefit; provideddeath. (d) Despite Section 6(b) above, howeverif, at the time of the applicable Measurement Date, the Tax Limitation Date has not occurred, the Corporation shall have the right, in its sole discretion, to retain its Collateral Interest in the Policy under the terms of this Agreement as if the Split Dollar Maturity Measurement Date had not occurred until such time as the Tax Limitation Date occurs due to (or such shorter period of time, as determined by the suicide Corporation, in it sole discretion). Upon the occurrence of the Decedent, and the proceeds from the Policy are limited by either a suicide Tax Limitation Date (or contestability provision under the Policysuch earlier date), the Corporation shall be entitled paid its Collateral Interest, together with any additional premium payments, if any, it has made on the Policy since the Measurement Date and earnings on the Collateral Interest and the additional premium payments, as such earnings are determined by reference to that portion the performance of the higher Policy during the period from the date of the applicable Measurement Date to the occurrence of the Tax Limitation Date (or such earlier date). (e) If, at the time of the applicable Measurement Date, the Corporation has pledged the Policy as collateral for a loan, the Corporation shall take all steps that are necessary to ensure that any such pledge of the Policy is promptly released. If this is not done, the Corporation's Collateral Interest shall be reduced to the extent of the outstanding loan balance that relates to such pledge, and the Employee, or his or her beneficiary, shall have the right to pay off the loan that encumbers the Policy and to receive a release of the pledge and to pay to the Corporation its remaining Collateral Interest. (f) If the Employee fails to exercise any of the options under Section 6(b) above within a 30-day period following the applicable Measurement Date, by providing written notice of such election to the Corporation, the Corporation shall be entitled, but not required, to exercise the right to surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the Corporation's Collateral Interest, or to transfer the ownership of and beneficial interest in the Policy to the Corporation, and to pay to the Employee, in either case, the Employee's interest, if any, in the Policy's Cash Surrender Value or death proceeds that does proceeds. (g) The Corporation agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest whenever the Insurer requires such statement. (h) Concurrent with the signing of this Agreement, the Employee will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment Agreement, as security for the payment of the Collateral Interest, which assignment shall not exceed be altered or changed without the Aggregate Premiums Paid. In either event, promptly consent of the Corporation. (i) Promptly following the DecedentEmployee's death, the Corporation and the Owner or Employee's designated beneficiary under the Designated Beneficiary Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the OwnerEmployee's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death BenefitCollateral Interest in the Policy as a result of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, Employee's designated beneficiary and the Corporation. (bj) If The Corporation shall cooperate in effecting any full or partial policy surrender, policy loan, or surrender of paid-up additions requested by the Split Dollar Maturity Date is other than Employee related to the date Employee's exercise of any options provided in Section 6(b) above, provided that the Decedent's death, the Corporation's Corporation receives payment in full for its Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date:Policy. (ik) By If the Owner authorizing the Insurer Employee elects to make a loan against retain the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under accordance with Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d1) The Corporation agrees to keep records of assign its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(bthe Employee, (2) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest Collateral Interest in the Policy and shall (3) have no further interest in the Policy; provided that, in all instances, the Corporation receives payment in full for its Collateral Interest in the Policy. Further, the Participant and/or Owner Employee hereby acknowledgeacknowledges, understand understands and agree agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (f) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement shall terminate and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that the Corporation has complied with all provisions of this Agreement.

Collateral Interest. On the Split Dollar Maturity Date, the Collateral ------------------- Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefit) shall be paid or repaid to the Corporation in the following manner: (a) Notwithstanding any provision of this Agreement or the Policy that may be construed to the contrary, if the Split Dollar Maturity Date occurs due to the death of the Decedent, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals the Corporation's Death Benefit, if any, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Split Dollar Maturity Date occurs due to the suicide of the Decedent, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death Benefit. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) -------------------------------------------------------------------------------- 4 days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest in the Policy and shall have no further interest in the Policy. Further, the Participant and/or Owner hereby acknowledge, understand and agree that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (f) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement shall terminate and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that the Corporation has complied with all provisions of this Agreement.

Collateral Interest. (a) On the Split Dollar Maturity Date, the Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefitinterest in the Policy (the "Collateral Interest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision of this Agreement If the Split Dollar Maturity Date occurs due to the Executive's Retirement or the Fifteenth Anniversary, the Corporation shall be entitled to receive from the Policy an amount equal to that may be construed portion of the Policy's Cash Surrender Value that exceeds the Minimum Retirement Cash Value, but in no event less than the Aggregate Premiums Paid. (ii) If the Split Dollar Maturity Date occurs due to the contraryExecutive's Termination of Employment (other than Termination for Cause), if the Corporation shall be entitled to receive from the Policy an amount equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid plus accrued interest thereon (from the date such premiums were actually paid by the Corporation) at a rate of annual interest equal to the Prime Rate. (iii) If the Split Dollar Maturity Date occurs due to the death of the DecedentExecutive (except as provided in Section 6(a)(vi) below), (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals equal to the Corporationsum of (A) the Aggregate Premiums Paid; and (B) any death proceeds in excess of the Aggregate Premiums Paid and the Executive's Death Benefit. (iv) If the Split Dollar Maturity Date occurs due to the termination of this Agreement by the Corporation in accordance with Section 9 below, if any, and (ii) the Owner or the Designated Beneficiary, as the case may be, Corporation shall be entitled to receive from the OwnerPolicy an amount equal to that portion of the Policy's Death Benefit; providedCash Surrender Value that does not exceed the Aggregate Premiums Paid. (v) If the Split Dollar Maturity Date occurs due to the termination of this Agreement by the Executive in accordance with Section 9 below or as a result of a Termination for Cause, however, if the Corporation shall be entitled to receive from the Policy an amount equal to the entire Cash Surrender Value of the Policy. (vi) If the Split Dollar Maturity Date occurs due to the suicide of the DecedentExecutive or other contestable Policy event, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or and/or death proceeds that does not exceed equal to the sum of (A) the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation ; and the Owner or the Designated Beneficiary shall take all steps necessary to collect the (B) any death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death Benefit. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated BeneficiaryCash Surrender Value, as the case may be, in excess of the Aggregate Premiums Paid and the CorporationExecutive's Death Benefit. (b) If the Split Dollar Maturity Date is other than the date of the DecedentExecutive's death, the Corporation's Collateral Interest in the Policy Policy, as determined in Section 6(a)(i), (ii), (iv) or (v) above, shall be paid to the Corporation in one of the following ways, as elected by the Owner Executive in writing within thirty (30) 30 days after the date the Corporation first notifies the Participant and Owner Executive in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner Executive authorizing the Insurer to make a loan against the Policy in an amount equal pay to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; orInterest; (iiiii) By the Owner paying to Executive taking a loan out on the Corporation, from the Owner's separate funds, Policy in an amount equal to the Corporation's Collateral Interest, with payment of the loan proceeds to the Corporation, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; or (iii) By the Executive's payment to the Corporation, from the Executive's separate funds, of an amount equal to the Corporation's Collateral Interest. The Corporation's Collateral Interest in the Policy shall be paid as soon as is reasonably practicable after the Split Dollar Maturity Date. (c) If the Owner Split Dollar Maturity Date is the date of the Executive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a)(iii) or (vi) above, shall be paid to the Corporation from the Policy's death proceeds as soon as is reasonably practicable after the Executive's death. (d) If the Executive fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (de) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party the Insurer requires such statement. (ef) Upon Concurrent with the signing of this Agreement, the Executive will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the consent of the Corporation and after the Executive. (g) Promptly following the Executive's death, the Corporation and the Executive's designated beneficiary under the Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Corporation's Collateral Interest in the Policy has been repaid pursuant at the time of such death. Such amount shall be paid by the Insurer to Section 6(bthe Corporation and the remainder of the Policy's death benefit will be paid by the Insurer to the Executive's designated beneficiary. (h) Upon payment in full to the Corporation of its Collateral Interest as provided above, the Corporation shall (i) assign its Collateral Interest in the Policy to the Executive, (ii) execute and file with the Insurer an appropriate release of the Corporation's interest Collateral Interest in the Policy and shall (iii) have no further interest in the Policy. FurtherThe Executive hereby acknowledges, the Participant and/or Owner hereby acknowledge, understand understands and agree agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (fi) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement and the Executive's participation in the Plan shall terminate and no neither party shall have any further rights or obligations under the Agreement or the Plan with respect to any other party provided that the Corporation has complied with all provisions of this AgreementExecutive.

Collateral Interest. On the Split Dollar Maturity Benefit Measurement Date, the Collateral Interest (orand, if applicable under Section 6(a) below, the Corporation's Death Benefit) shall be paid or repaid to the Corporation in the following manner: : (a) Notwithstanding any provision of this Agreement or the Policy that may be construed to the contrary, if the Split Dollar Maturity Benefit Measurement Date occurs due to the death of the Decedent, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals the sum of the Collateral Interest and the Corporation's Death Benefit, if any, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Split Dollar Maturity Benefit Measurement Date occurs due to the suicide of the Decedent, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death BenefitCollateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest in the Policy and shall have no further interest in the Policy. Further, the Participant and/or Owner hereby acknowledge, understand and agree that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (f) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement shall terminate and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that the Corporation has complied with all provisions of this Agreement.

Collateral Interest. (a) The Corporation's Collateral Interest in the Policy shall be paid as soon as is reasonably practical after the Benefit Measurement Date. (b) On the Split Dollar Maturity Benefit Measurement Date, the Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefitinterest in the Policy (the "Collateral Interest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision If the Benefit Measurement Date occurs due to the Executive's Termination of Employment or the termination of this Agreement or by either party in accordance with Section 9 below, the Corporation shall be entitled to receive from the Policy an amount equal to that may be construed to portion of the contrary, if Policy's Cash Surrender Value that does not exceed the Split Dollar Maturity Aggregate Premiums Paid. (ii) If the Benefit Measurement Date occurs due to the death of the DecedentExecutive (except as provided in Section 6(b)(iii) below), (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals exceeds the CorporationExecutive's Death Benefit, if any, and . (iiiii) If the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Split Dollar Maturity Benefit Measurement Date occurs due to the suicide of the DecedentExecutive, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or and/or death proceeds that does not exceed the Aggregate Premiums Paid. (iv) If the Benefit Measurement Date occurs due to the Executive's Retirement, the Corporation shall be entitled to receive from the Policy an amount equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, on the Benefit Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Minimum Retirement Cash Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Minimum Retirement Cash Value exceeds the remaining Cash Surrender Value. (c) If the Benefit Measurement Date is other than the date of the Executive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(b)(i) and (iv) above, shall be paid to the Corporation in one of the following ways, as elected by the Executive in writing within 30 days after the date the Corporation first notifies the Executive in writing of the occurrence of the Benefit Measurement Date: (i) By the Executive's surrender or partial surrender of, or withdrawal from, the Policy in an amount equal to the Corporation's Collateral Interest and payment of the proceeds to the Corporation; (ii) By the Executive taking a loan out on the Policy in an amount equal to the Corporation's Collateral Interest, and payment of the loan proceeds to the Corporation, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; (iii) By the Executive's payment to the Corporation, from the Executive's separate funds, an amount equal to the Corporation's Collateral Interest; or (iv) By the Executive's transfer of the ownership of the Policy, and all rights thereunder, to the Corporation. (d) If the Benefit Measurement Date is the date of the Executive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(b)(ii) above, shall be paid to the Corporation from the Policy's proceeds as soon as is reasonably practicable after the Executive's death. (e) Despite Section 6(c) above and Section 6(f) below, if, at the time of the Benefit Measurement Date, the Tax Limitation Date has not occurred, (i) the Corporation shall have the right, in its sole discretion, to require the Executive to elect to pay the Corporation's Collateral Interest in accordance with Section 6(c)(ii) above, and (ii) the Corporation's rights under Section 6(f) shall be limited to taking a loan in accordance with Section 6(f)(ii) below. (f) If the Executive fails to exercise any of the options under Section 6(c) above, by delivering written notice of such election to the Corporation no later than 30 days after the date the Corporation first notifies the Executive in writing of the occurrence of the Benefit Measurement Date, the Corporation shall be entitled to: (i) surrender the Policy and receive the Policy's Cash Surrender Value, to the extent of the Corporation's Collateral Interest, or (ii) take out a loan on the Policy in an amount equal to the Corporation's Collateral Interest, with the loan proceeds paid to the Corporation and the Corporation not responsible for any interest that may accrue on such loan, or (iii) transfer the ownership of and beneficial interest in the Policy to the Corporation. In either eventthe case of (i) or (iii) above, promptly the Corporation shall pay to the Executive the Cash Surrender Value or death proceeds that remain after the Corporation has been paid its Collateral Interest. (g) The Corporation agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest whenever the Insurer requires such statement. (h) Concurrent with the signing of this Agreement, the Executive will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the consent of the Corporation and the Executive. (i) Promptly following the DecedentExecutive's death, the Corporation and the Owner or Executive's designated beneficiary under the Designated Beneficiary Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the OwnerExecutive's Death Benefit (except when the Policy's proceeds are limited because of the DecedentExecutive's death by suicide) and the Corporation's Death BenefitCollateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, Executive's designated beneficiary and the Corporation. (bj) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid Executive elects to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against retain the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under accordance with Section 6(b6(c) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (di) The Corporation agrees to keep records of assign its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(bthe Executive, (ii) above, the Corporation shall execute and file with the Insurer an appropriate release of the Corporation's interest Collateral Interest in the Policy and shall (iii) have no further interest in the Policy; provided that, in all instances, the Corporation receives payment in full for its Collateral Interest in the Policy. Further, the Participant and/or Owner Executive hereby acknowledgeacknowledges, understand understands and agree agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (fk) If the Executive elects to transfer the Policy to the Corporation, or the Corporation makes such an election in accordance with Section 6(f)(iii) above, the Executive agrees to execute within thirty (30) days of such election all documents necessary to transfer the Policy to the Corporation, and the Executive shall have no further interest in and to the Policy. Executive hereby appoints Corporation as its lawful attorney-in-fact to execute any document necessary to transfer the Policy to the Corporation and not executed by Executive within thirty (30) days of such election. (l) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement Agreement, and the Executive's participation in the Plan, shall terminate and no neither party shall have any further rights or obligations under the Agreement or the Plan with respect to the Executive. (m) The Corporation shall cooperate in effecting any other party full or partial policy surrender, withdrawal or policy loan requested by the Executive related to the Executive's exercise of any options provided in Section 6(c) above, provided that the Corporation has complied with all provisions of receives payment in full for its Collateral Interest in the Policy. Moreover, the Executive shall cooperate in effecting any right granted to the Corporation under this Agreement.

Collateral Interest. (a) On the Split Dollar Maturity Rollout Date, the Company's interest in the Policy (the "Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death BenefitInterest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision If the Benefit Measurement Date occurred due to the Executive's Retirement or due to a termination of this Agreement by the Company subject to Section 9(b)(i) and the Rollout Date did not occur due to Executive's death, the Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Rollout Date an amount equal to the lesser of (i) the Aggregate Premiums Paid or (ii) the Cash Surrender Value minus the Minimum Retirement Cash Value (if this calculation results in a negative number, the Company's Collateral Interest shall be zero). (ii) If the Benefit Measurement Date occurred due to the Executive's Termination of Employment or the Policy termination of this Agreement by either party subject to Section 9(b)(ii) below and the Rollout Date did not occur due to Executive's death, the Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Benefit Measurement Date an amount equal to that may be construed portion of the Policy's Cash Surrender Value up to but not exceeding the contrary, if Aggregate Premiums Paid. (iii) If the Split Dollar Maturity Benefit Measurement Date occurs or Rollout Date occurred due to the death of the DecedentExecutive, (i) the Corporation Company shall be entitled to that portion of the Policy's death proceeds that equals exceeds the CorporationExecutive's Death Benefit, if anyexcept as provided in Section 6(a)(iv) Sierra Health Services, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Inc. DRAFT Split Dollar Maturity Life Insurance Agreement below. (iv) If the Benefit Measurement Date occurs or Rollout Date occurred due to the suicide of the DecedentExecutive, and the death proceeds from the Policy are limited by either a suicide or contestability provision under the PolicyPolicy such that the amount payable to the Company under Section 6(a)(iii) would be less than the Aggregate Premiums Paid with respect to the Policy or the portion thereof so limited, the Corporation Company shall be entitled to that portion of the higher Cash Surrender Value and/or death proceeds resulting from the Policy or portion thereof so limited that does not exceed the Aggregate Premiums Paid with respect to the Policy or portion thereof so limited. (b) If the Benefit Measurement Date and Rollout Date are each on a date other than the date of the Executive's death, the Company's Collateral Interest in the Policy, as determined in Section 6(a)(i) and (ii) above, shall be paid to the Company in one of the following ways, as elected by the Executive or the trustee then owning the Policy in trust (if the power to make this election has been transferred to such owner by the Executive), in writing within 30 days after the date the Company first notifies the Executive or such trustee in writing of the occurrence of the Rollout Date, if the Collateral Interest is determined under Section 6(a)(i), or the Benefit Measurement Date, if the Collateral Interest is determined under Section 6(a)(ii): (i) By the Executive's or such trustee's surrender or partial surrender of, or withdrawal from, the Policy in an amount equal to the Company's Collateral Interest, and the payment of the cash proceeds thereof to the Company; (ii) By the Executive or such trustee taking a loan out on the Policy in an amount equal to the Company's Collateral Interest, and payment of the loan proceeds to the Company, provided that the Company shall not be responsible for repayment of any principal of or interest accruing on such loan; (iii) By the Executive's or such trustee's payment to the Company, from other funds available to the Executive or such trustee, an amount equal to the Company's Collateral Interest; or (iv) By the Executive's or such trustee's transfer of the ownership of the Policy, and all rights thereunder, to the Company, provided that the Cash Surrender Value of the Policy is at least equal to the Company's Collateral Interest at the time of the transfer. The Company's Collateral Interest in the Policy shall be paid to the Company as soon as is reasonably practical after the Rollout Date. (c) If the Benefit Measurement Date or Rollout Date is the date of the Executive's death, the Company's Collateral Interest in the Policy, as determined in Section 6(a)(iii) above, shall be paid to the Company from the Policy's proceeds as soon as is reasonably practicable after the Executive's death. (d) Despite Section 6(b) above and Section 6(e) below, if, at the time the Company's Collateral Interest is determined, the Tax Limitation Date has not occurred, (i) the Company shall have the right, in its sole discretion, to require the Executive or the trustee then owning the Policy in trust to elect to pay the Company's Collateral Interest in accordance with Section 6(b)(ii) above, and (ii) the Company's rights under Section 6(e) shall be limited to taking a loan in accordance with Section 6(e)(ii) below. (e) If the Executive or the trustee then owning the Policy in trust fails to exercise any of the options under Section 6(b) above, by delivering written notice of such election to the Company no later than 30 days after the date the Company first notifies the Executive or such trustee in writing of Sierra Health Services, Inc. DRAFT Split Dollar Life Insurance Agreement the occurrence of an event whereby the Company's Collateral Interest has been determined, the Company shall be entitled to: (i) exercise the right to surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the Company's Collateral Interest, or (ii) take out a loan on the Policy in an amount equal to the Company's Collateral Interest, with the loan proceeds paid to the Company and the Company not responsible for repayment of principal of or interest accruing on such loan, or (iii) transfer the ownership of and beneficial interest in the Policy to the Company. In the case of (i) or (iii) above, the Company shall pay to the Executive, if he or she then owns the Policy, or to the trustee of the trust then owning the Policy in trust, the Cash Surrender Value or death proceeds that does remain after the Company has been paid its Collateral Interest. (f) The Company agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest (with a copy to the Executive and to the trustee then owning the Policy in trust) whenever the Insurer requires such statement. (g) Concurrent with the signing of this Agreement, the Executive or the trustee which owns or will own the Policy in trust, will collaterally assign the Policy to the Company, in the form of the Collateral Assignment, as security for the payment of the Collateral Interest, which assignment shall not exceed be altered or changed without the Aggregate Premiums Paid. In either eventwritten consent of the Company, promptly the Executive, and any such trustee. (h) Promptly following the DecedentExecutive's death, the Corporation Company and the Owner or Executive's designated beneficiary under the Designated Beneficiary Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation Company shall notify the Insurer of the amount of the OwnerExecutive's Death Benefit (except when subject to adjustment if the Policy's proceeds are limited because of the DecedentExecutive's death by suicide) and the CorporationCompany's Death BenefitCollateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner Executive's designated beneficiary and the Company. (i) If the Executive or the trustee of a trust then owning the Policy elects to retain the Policy in accordance with Section 6(b) above, the Company shall (i) assign its Collateral Interest in the Policy to the Designated BeneficiaryExecutive or such trustee, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the CorporationCompany's interest Collateral Interest in the Policy and shall (iii) have no further interest in the Policy; provided that, in all instances, the Company receives payment in full for its Collateral Interest in the Policy. Further, the Participant and/or Owner Executive hereby acknowledgeacknowledges, understand understands and agree agrees that, upon the release of the CorporationCompany's Collateral Interest, the Corporation Company shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (fj) If the Executive or the trustee of a trust then owning the Policy elects to transfer the Policy to the Company, or the Company makes such an election in accordance with Section 6(e)(iii) above, the Executive or such trustee shall sign all documents necessary to transfer the Policy to the Company, and the Executive, such trustee, and any beneficiary designated by Executive or beneficiary of such trust or other party (other than the Company) with a right or interest in the Policy from or through the Executive or such trust shall have no further right or interest in and to the Policy. (k) Upon payment to the Corporation Company of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement Agreement, and the Executive's participation in the Plan, shall terminate terminate, and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that or the Corporation has complied with all provisions of this AgreementPlan.

Collateral Interest. (a) On the Split Dollar Maturity Rollout Date, the Company's interest in the Policy (the "Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death BenefitInterest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision If the Benefit Measurement Date occurred due to the Executive's Retirement or due to a termination of this Agreement by the Company subject to Section 9(b)(i) and the Rollout Date did not occur due to Executive's death, the Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Rollout Date an amount equal to the lesser of (i) the Aggregate Premiums Paid or (ii) the Cash Surrender Value minus the Minimum Retirement Cash Value (if this calculation results in a negative number, the Company's Collateral Interest shall be zero). (ii) If the Benefit Measurement Date occurred due to the Executive's Termination of Employment or the Policy termination of this Agreement by either party subject to Section 9(b)(ii) below and the Rollout Date did not occur due to Executive's death, the Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Benefit Measurement Date an amount equal to that may be construed portion of the Policy's Cash Surrender Value up to but not exceeding the contrary, if Aggregate Premiums Paid. (iii) If the Split Dollar Maturity Benefit Measurement Date occurs or Rollout Date occurred due to the death of the DecedentExecutive, (i) the Corporation Company shall be entitled to that portion of the Policy's death proceeds that equals exceeds the CorporationExecutive's Death Benefit, if any, and except as provided in Section 6(a)(iv) below. (iiiv) If the Owner Benefit Measurement Date or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit; provided, however, if the Split Dollar Maturity Rollout Date occurs occurred due to the suicide of the DecedentExecutive, and the death proceeds from the Policy are limited by either a suicide or contestability provision under the PolicyPolicy such that the amount payable to the Company under Section 6(a)(iii) would be less than the Aggregate Premiums Paid with respect to the Policy or the portion thereof so limited, the Corporation Company shall be entitled to that portion of the higher Cash Surrender Value and/or death proceeds resulting from the Policy or portion thereof so limited that does not exceed the Aggregate Premiums Paid with respect to the Policy or portion thereof so limited. (b) If the Benefit Measurement Date and Rollout Date are each on a date other than the date of the Executive's death, the Company's Collateral Interest in the Policy, as determined in Section 6(a)(i) and (ii) above, shall be paid to the Company in one of the following ways, as elected by the Executive or the trustee then owning the Policy in trust (if the power to make this election has been transferred to such owner by the Executive), in writing within 30 days after the date the Company first notifies the Executive or such trustee in writing of the occurrence of the Rollout Date, if the Collateral Interest is determined under Section 6(a)(i), or the Benefit Measurement Date, if the Collateral Interest is determined under Section 6(a)(ii): (i) By the Executive's or such trustee's surrender or partial surrender of, or withdrawal from, the Policy in an amount equal to the Company's Collateral Interest, and the payment of the cash proceeds thereof to the Company; (ii) By the Executive or such trustee taking a loan out on the Policy in an amount equal to the Company's Collateral Interest, and payment of the loan proceeds to the Company, provided that the Company shall not be responsible for repayment of any principal of or interest accruing on such loan; (iii) By the Executive's or such trustee's payment to the Company, from other funds available to the Executive or such trustee, an amount equal to the Company's Collateral Interest; or (iv) By the Executive's or such trustee's transfer of the ownership of the Policy, and all rights thereunder, to the Company, provided that the Cash Surrender Value of the Policy is at least equal to the Company's Collateral Interest at the time of the transfer. The Company's Collateral Interest in the Policy shall be paid to the Company as soon as is reasonably practical after the Rollout Date. (c) If the Benefit Measurement Date or Rollout Date is the date of the Executive's death, the Company's Collateral Interest in the Policy, as determined in Section 6(a)(iii) above, shall be paid to the Company from the Policy's proceeds as soon as is reasonably practicable after the Executive's death. (d) Despite Section 6(b) above and Section 6(e) below, if, at the time the Company's Collateral Interest is determined, the Tax Limitation Date has not occurred, (i) the Company shall have the right, in its sole discretion, to require the Executive or the trustee then owning the Policy in trust to elect to pay the Company's Collateral Interest in accordance with Section 6(b)(ii) above, and (ii) the Company's rights under Section 6(e) shall be limited to taking a loan in accordance with Section 6(e)(ii) below. (e) If the Executive or the trustee then owning the Policy in trust fails to exercise any of the options under Section 6(b) above, by delivering written notice of such election to the Company no later than 30 days after the date the Company first notifies the Executive or such trustee in writing of the occurrence of an event whereby the Company's Collateral Interest has been determined, the Company shall be entitled to: (i) exercise the right to surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the Company's Collateral Interest, or (ii) take out a loan on the Policy in an amount equal to the Company's Collateral Interest, with the loan proceeds paid to the Company and the Company not responsible for repayment of principal of or interest accruing on such loan, or (iii) transfer the ownership of and beneficial interest in the Policy to the Company. In the case of (i) or (iii) above, the Company shall pay to the Executive, if he or she then owns the Policy, or to the trustee of the trust then owning the Policy in trust, the Cash Surrender Value or death proceeds that does remain after the Company has been paid its Collateral Interest. (f) The Company agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest (with a copy to the Executive and to the trustee then owning the Policy in trust) whenever the Insurer requires such statement. (g) Concurrent with the signing of this Agreement, the Executive or the trustee which owns or will own the Policy in trust, will collaterally assign the Policy to the Company, in the form of the Collateral Assignment, as security for the payment of the Collateral Interest, which assignment shall not exceed be altered or changed without the Aggregate Premiums Paid. In either eventwritten consent of the Company, promptly the Executive, and any such trustee. (h) Promptly following the DecedentExecutive's death, the Corporation Company and the Owner or Executive's designated beneficiary under the Designated Beneficiary Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation Company shall notify the Insurer of the amount of the OwnerExecutive's Death Benefit (except when subject to adjustment if the Policy's proceeds are limited because of the DecedentExecutive's death by suicide) and the CorporationCompany's Death BenefitCollateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner Executive's designated beneficiary and the Company. (i) If the Executive or the trustee of a trust then owning the Policy elects to retain the Policy in accordance with Section 6(b) above, the Company shall (i) assign its Collateral Interest in the Policy to the Designated BeneficiaryExecutive or such trustee, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the Decedent's death, the Corporation's Collateral Interest in the Policy shall be paid to the Corporation in one of the following ways, as elected by the Owner in writing within thirty (30) days after the date the Corporation first notifies the Participant and Owner in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner authorizing the Insurer to make a loan against the Policy in an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; or (iii) By the Owner paying to the Corporation, from the Owner's separate funds, an amount equal to the Corporation's Collateral Interest. (c) If the Owner fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (d) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (e) Upon and after the Corporation's Collateral Interest in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release of the CorporationCompany's interest Collateral Interest in the Policy and shall (iii) have no further interest in the Policy; provided that, in all instances, the Company receives payment in full for its Collateral Interest in the Policy. Further, the Participant and/or Owner Executive hereby acknowledgeacknowledges, understand understands and agree agrees that, upon the release of the CorporationCompany's Collateral Interest, the Corporation Company shall continue not to have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (fj) If the Executive or the trustee of a trust then owning the Policy elects to transfer the Policy to the Company, or the Company makes such an election in accordance with Section 6(e)(iii) above, the Executive or such trustee shall sign all documents necessary to transfer the Policy to the Company, and the Executive, such trustee, and any beneficiary designated by Executive or beneficiary of such trust or other party (other than the Company) with a right or interest in the Policy from or through the Executive or such trust shall have no further right or interest in and to the Policy. (k) Upon payment to the Corporation Company of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement Agreement, and the Executive's participation in the Plan, shall terminate terminate, and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that or the Corporation has complied with all provisions of this AgreementPlan.

Collateral Interest. (a) On the Split Dollar Maturity Date, the Collateral Interest (or, if applicable under Section 6(a) below, the Corporation's Death Benefitinterest in the Policy (the "Collateral Interest") shall be paid or repaid to the Corporation determined in the following manner: (ai) Notwithstanding any provision of this Agreement If the Split Dollar Maturity Date occurs due to the Executive's Retirement or the Fifteenth Anniversary, the Corporation shall be entitled to receive from the Policy an amount equal to that may be construed portion of the Policy's Cash Surrender Value that exceeds the Minimum Retirement Cash Value, but in no event less than the Aggregate Premiums Paid. (ii) If the Split Dollar Maturity Date occurs due to the contraryExecutive's Termination of Employment (other than Termination for Cause), if the Corporation shall be entitled to receive from the Policy an amount equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid plus accrued interest thereon (from the date such premiums were actually paid by the Corporation) at a rate of annual interest equal to the Prime Rate. (iii) If the Split Dollar Maturity Date occurs due to the death of the DecedentExecutive (except as provided in Section 6(a)(vi) below), (i) the Corporation shall be entitled to that portion of the Policy's death proceeds that equals does not exceed the Corporation's Death BenefitAggregate Premiums Paid. (iv) If the Split Dollar Maturity Date occurs due to the termination of this Agreement by the Corporation in accordance with Section 9 below, if any, and (ii) the Owner or the Designated Beneficiary, as the case may be, Corporation shall be entitled to receive from the OwnerPolicy an amount equal to that portion of the Policy's Death Benefit; providedCash Surrender Value that does not exceed the Aggregate Premiums Paid. (v) If the Split Dollar Maturity Date occurs due to the termination of this Agreement by the Executive in accordance with Section 9 below or as a result of a Termination for Cause, however, if the Corporation shall be entitled to receive from the Policy an amount equal to the entire Cash Surrender Value of the Policy. (vi) If the Split Dollar Maturity Date occurs due to the suicide of the DecedentExecutive or other contestable Policy event, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or and/or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Death Benefit. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) If the Split Dollar Maturity Date is other than the date of the DecedentExecutive's death, the Corporation's Collateral Interest in the Policy Policy, as determined in Section 6(a)(i), (ii), (iv) or (v) above, shall be paid to the Corporation in one of the following ways, as elected by the Owner Executive in writing within thirty (30) 30 days after the date the Corporation first notifies the Participant and Owner Executive in writing of the occurrence of the Split Dollar Maturity Date: (i) By the Owner Executive authorizing the Insurer to make a loan against the Policy in an amount equal pay to the Corporation's Collateral Interest and to pay the proceeds to the Corporation, in which case the Owner shall be considered the borrower for all purposes under the loan; (ii) By the Owner authorizing the Insurer to withdraw Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest and to pay the proceeds to the Corporation; orInterest; (iiiii) By the Owner paying to Executive taking a loan out on the Corporation, from the Owner's separate funds, Policy in an amount equal to the Corporation's Collateral Interest, with payment of the loan proceeds to the Corporation, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; or (iii) By the Executive's payment to the Corporation, from the Executive's separate funds, of an amount equal to the Corporation's Collateral Interest. The Corporation's Collateral Interest in the Policy shall be paid as soon as is reasonably practicable after the Split Dollar Maturity Date. (c) If the Owner Split Dollar Maturity Date is the date of the Executive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a)(iii) or (vi) above, shall be paid to the Corporation from the Policy's death proceeds as soon as is reasonably practicable after the Executive's death. (d) If the Executive fails to timely exercise any of the options under Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to pay to the Corporation from the Cash Surrender Value of the Policy an amount equal to the Corporation's Collateral Interest. (de) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party the Insurer requires such statement. (ef) Upon and after Concurrent with the signing of this Agreement, the Executive will collaterally assign the Policy to the Corporation's Collateral Interest , in the Policy has been repaid pursuant to Section 6(b) above, the Corporation shall execute and file with the Insurer an appropriate release form of the Corporation's interest in Collateral Assignment, as security for the Policy and shall have no further interest in the Policy. Further, the Participant and/or Owner hereby acknowledge, understand and agree that, upon the release payment of the Corporation's Collateral Interest, which assignment shall not be altered or changed without the consent of the Corporation shall continue not to have any responsibility for and the future performance of the Policy and shall have no obligation to make any additional premium paymentsExecutive. (f) Upon payment to the Corporation of its Collateral Interest or the Corporation's Death Benefit in accordance with this Section 6, this Agreement shall terminate and no party shall have any further rights or obligations under the Agreement with respect to any other party provided that the Corporation has complied with all provisions of this Agreement.