Common use of Payments to Plan Participants and Their Beneficiaries Clause in Contracts

Payments to Plan Participants and Their Beneficiaries. (a) Bank shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Benefit Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with the written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans and shall pay amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirements.

Payments to Plan Participants and Their Beneficiaries. (a) Bank The Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Benefit Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit Plansrespective Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shallshall make provision for the reporting and withholding of any federal and state taxes (other than FICA, in accordance with the written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state FUTA or local taxes taxes) that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans respective Plan and shall pay amounts withheld to the appropriate taxing authorities. In additionNotwithstanding the foregoing, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to Company may direct the Trustee with respect to the state and federal income tax withholding on such payments. If applicable, the Company shall direct the Trustee to remit any FICA, FUTA or assets of local taxes with respect to the benefit payments to the Company and the Company shall have the responsibility for determining, reporting, and paying the FICA, FUTA or local taxes to the appropriate taxing authorities. The Company will indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Company’s failure to properly withhold and remit FICA, FUTA or local taxes in connection with payments from the Trust. The Bank Within sixty (60) days after the end of each calendar year, the Company shall deliver to an updated Payment Schedule as of the Trustee each year a schedule which specifies end of such calendar year. Within ten (10) days after the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of Company determines that a Change in Controlof Control is imminent, the Benefits Determiner, Company shall deliver an updated Payment Schedule as to all tax reporting and withholding requirementsof the date such determination is made.

Payments to Plan Participants and Their Beneficiaries. (a) The Bank shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates consistent with the amounts payable terms of the applicable Plan in respect of each Benefit a Participant in a Plan participant (and his or her beneficiariesa Participant’s Beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining which set forth the amounts so payablepayable to a Participant in the applicable Plan or a Participant’s Beneficiaries, if applicable, the form in which such amount is to be paid (as provided for or available under the Benefit Plans)paid, and the time of commencement for payment of such amounts. As provided for herein, the Payment Schedule may be revised by the Bank. Except as otherwise provided herein, the Trustee shall make payments to a Participant or a Participant’s Beneficiaries in each of the Benefit Plan participants and their beneficiaries Plans in accordance with such Payment Schedule, as such Payment Schedule may be revised from time-to-time by the Bank, and any instructions received from the Bank. The preparation and delivery of the Payment Schedule referred to in this subsection shall be the responsibility of the Bank. The Trustee shall, shall use the Trust Assets to make such payments to Participants or their Beneficiaries in accordance with the written instructions Payment Schedule. In respect of the Bank, or in the event of a Change in Control of the Banksuch amounts payable, the written instructions of Bank shall determine the Benefits Determiner (as defined in Article XIII), withhold and report provision for any withholdings required by federal, state or state, and local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms Plan. The Bank shall, prior to the date such payment is due, instruct the Trustee to withhold the appropriate amount from any payment to be made under the Payment Schedule, and the Trustee shall then make payment of the Benefit Plans net benefits, without any further reduction, directly to a Participant or a Participant’s Beneficiaries in the Plan as the payments become due unless either the Company or the Bank elects to make such payments directly. Either the Company or the Bank shall report and shall pay withheld amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or authorities from assets of outside the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled reinvest any amounts withheld pursuant to rely conclusively on the written instructions of Bank, or this Section in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsaccordance with Section 5.

Payments to Plan Participants and Their Beneficiaries. (a) Bank The Company shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Benefit Plan participant Participant (and his or her beneficiaries), and that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan), and the time of commencement for payment of such amounts. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Benefit Plan participants Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with It is the written instructions intent of the Bank, or in Company and the event of a Change in Control of Trustee that the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold Company shall be responsible for determining and report any effecting all federal, state and local tax aspects of the Plan and the Trust Fund, including without limitation income taxes payable on the Trust Fund's income, if any, any required withholding of income or local other payroll taxes that may be required to be withheld and reported in connection with respect to the payment of benefits from the Trust Fund pursuant to the terms of Plan, and all reporting required in connection with any such taxes. To the Benefit Plans and extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligation shall pay amounts withheld be a responsibility allocated to the appropriate taxing authoritiesCompany, as the case may be, hereunder. In additionTo the extent the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation, shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to direct the Trustee with respect to income or assets the performance of the Trust. The Bank such obligations and shall deliver to provide the Trustee each year a schedule which specifies with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to be withheld, if any, with respect remit a reimbursement of such taxes to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsCompany.

Payments to Plan Participants and Their Beneficiaries. (a) Bank Section 2.1 Prior to and on the Change in Control Funding Date, Company shall make payments of benefits directly to Plan participants and their beneficiaries, and Trustee shall have no obligation to make payments to Plan participants or their beneficiaries or for related tax reporting. Upon a Change in Control, Company shall, as soon as possible, but in no event later than the Change in Control Funding Date, deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Benefit Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is amounts are to be paid (as provided for or available under the Benefit Plans), Plan) and the time of commencement for payment of such amounts. Except At the close of each calendar quarter ending after a Change in Control has occurred, Company shall, as soon as possible, but in no event more than five days following such close of quarter, deliver to Trustee an updated Payment Schedule. Following the Change in Control Funding Date, except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment ScheduleSchedule and updated Payment Schedules, as applicable. The Trustee shall, in accordance with Following the written instructions of the Bank, or in the event of a Change in Control Funding Date, Trustee shall make provision for the reporting and withholding of the Bankany federal and state taxes (other than FICA, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state FUTA or local taxes taxes) that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan and shall pay amounts withheld to the appropriate taxing authorities. In additionNotwithstanding the foregoing, Company must direct Trustee if any tax withholding is required on a payment subject to state income taxes in a state other than the state in which the participant currently resides (“Non-resident taxes”). If applicable, Company shall direct Trustee to remit any FICA, FUTA or local taxes with respect to the benefit payments to Company and Company shall be authorized to pay any federalhave the responsibility for reporting and remitting the FICA, state FUTA or local taxes to the appropriate taxing authorities. Company will indemnify and hold harmless Trustee from any governmental body that presents a tax deficiency notice and all liability to the which Trustee may become subject due to Company’s failure to properly withhold and remit FICA, FUTA or local taxes in connection with respect to income or assets of payments from the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as for failure to all tax reporting and direct Trustee regarding withholding requirementson any payment subject to Non-resident taxes.

Payments to Plan Participants and Their Beneficiaries. (a) Bank A. Whenever payment of a benefit is due to commence under a Plan to a Participant or Beneficiary and whenever there is a change in the amount of such benefit payment or in the amount of withholding taxes, Company or such party as it shall designate in writing to Trustee shall deliver to Trustee a schedule or schedules (the a “Payment Schedule”) that indicates (i) the amounts payable and applicable withholding taxes in respect of each Benefit Plan participant (Participant and his Beneficiary, or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paid (as provided for or available under the Benefit Plans), and (iii) the time of commencement for payment of such amounts. Each Payment Schedule shall be accompanied by (1) a certification or other statement acceptable to Trustee from the Actuary to the effect that the amount payable (before provision for withholding taxes) has been computed by or under supervision of the Actuary and on the basis of the information regarding such Participant’s age, service, compensation and other relevant facts provided by Company to the Actuary and that such amount represents the amount or amounts payable to such Participant or Beneficiary under the Plan; and (2) a statement by Company in form satisfactory to Trustee that the amount shown as withholding tax has been correctly computed by Company and will be forwarded to the taxing authorities accompanied by appropriate documentation for crediting to the account of such Participant or Beneficiary with such taxing authority. Except as otherwise provided herein, Trustee shall make payments pay an amount equal to the Benefit Plan participants amount so indicated as withholding taxes to Company and their beneficiaries the net amounts so indicated as payments due to each such Participant and Beneficiary in accordance with such Payment Schedule. The Trustee shall, in accordance with shall have no responsibility or liability for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits from the Trust pursuant to the terms of the Benefit Plans and shall pay or, except as provided in Subsection C hereof, the accuracy of any such amounts withheld to indicated on the appropriate taxing authoritiesPayment Schedule. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change any changes in Controllaw that might require Trustee to have or assume any responsibility for withholding taxes notwithstanding the provisions of this sentence, Company at the Benefits Determiner, as to request of Trustee shall take any and all tax reporting and actions (including amendment of this Agreement) which under any then prevailing legal requirements would reduce or eliminate such responsibility of Trustee for withholding requirementstaxes.

Payments to Plan Participants and Their Beneficiaries. (a) Bank The Company or its designee shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of to each Benefit Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee or its agent shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with shall make provision for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state state, or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan(s) and shall pay amounts withheld to the appropriate taxing authoritiesauthorities or determine that such amounts have been reported, withheld and paid by each Employer. In additionThe Trustee may rely on instructions from the Company or its designee as to any required withholding or payments made by the Company and shall be fully protected under Sections 8 and 10 hereof in relying on such instructions. (b) Notwithstanding the foregoing, upon a Change of Control, the Trustee shall become responsible for the maintenance of a separate account for each participant under each Plan and for the periodic adjustments of such accounts. The Trustee may select and retain a third party administrator to maintain such accounts. The full expense incurred by the Trustee in maintaining such separate accounts shall be authorized to pay any federalpaid by the Company, state or local taxes to any governmental body that presents and until so paid shall constitute a tax deficiency notice to charge upon the fund. (c) The Company shall maintain and furnish the Trustee with respect such reports, documents, and information as shall be required by the Trustee to income or assets perform its duties and discharge its responsibilities under this Trust Agreement, including without limitation a copy of each of the TrustPlans and any and all amendments thereto, and written reports setting forth the name, address, date of birth, and social security or tax identification number of each participant and beneficiary, a listing of the adjusted value of each separate account as of each valuation date prior to a Change of Control, and a listing of each participant's accrued benefit (determined as of the most recent December 31 or such other date as may be determined by the Company prior to a Change of Control) under each of the Plans. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions most recent reports, documents, and information furnished to it by the Company. The Company shall be required to notify the Trustee as to the termination of Bankemployment of any participant by death, retirement, or in otherwise. Notwithstanding the event of foregoing, at any time after a Change in of Control, the Benefits DeterminerTrustee may rely upon information provided to the Trustee by the participant (or the beneficiary of a deceased participant). (d) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by his or her Employer or such party as it shall designate under the Plan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s). (e) An Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan(s). An Employer shall notify the Trustee of its decision to all tax reporting make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. An Employer which has made such payment of benefits directly to participants or their beneficiaries may, prior to a Change of Control and withholding requirementswhile the Employer is not Insolvent, request reimbursement of such payments from the Trustee to the extent the principal of the Trust and any earnings thereon then held by the Trustee are sufficient to make such reimbursements. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan(s), an Employer shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient to make a requested reimbursement or to make payments of benefits that the Trustee is directed to make. Section 3.

Payments to Plan Participants and Their Beneficiaries. (a) The Bank shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates consistent with the amounts payable terms of the applicable Plan in respect of each Benefit a Participant in the Plan participant (and his or her their beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining which set forth the amounts so payablepayable to a Participant in the applicable Plan or their beneficiaries, if applicable, the form in which such amount is to be paid (as provided for or available under the Benefit Plans)paid, and the time of commencement for payment of such amounts. As provided for herein, the Payment Schedule may be revised by the Bank. Except as otherwise provided herein, the Trustee shall make payments to a Participant in the Benefit Plan participants and or their beneficiaries in accordance with such Payment Schedule, as it may be revised from time-to-time by the Bank, and any instructions received from the Bank. The preparation and delivery of the Payment Schedule referred to in this subsection shall be the responsibility of the Bank. The Trustee shall, shall use the Trust Assets to make such payments to Participants or their beneficiaries in accordance with the written instructions Payment Schedule. In respect of the Bank, or in the event of a Change in Control of the Banksuch amounts payable, the written instructions of Bank shall determine the Benefits Determiner (as defined in Article XIII), withhold and report provision for any withholdings required by federal, state or and local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms Plan. The Bank shall, prior to the date such payment is due, instruct the Trustee to withhold the appropriate amount from any payment to be made under the Payment Schedule, and the Trustee shall then make payment of the Benefit Plans net benefits, without any further reduction, directly to a Participant in the Plan or their beneficiaries as they become due unless the Bank elects to make such payments directly. The Bank shall report and shall pay withheld amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or authorities from assets of outside the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled reinvest any amounts withheld pursuant to rely conclusively on the written instructions of Bank, or this Section in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsaccordance with Section 5.

Payments to Plan Participants and Their Beneficiaries. (a) Bank A. Whenever payment of a benefit is due to commence under the Plan to a Participant or Beneficiary and whenever there is a change in the amount of such benefit payment or in the amount of withholding taxes, Company or such party as it shall designate in writing to Trustee shall deliver to Trustee a schedule or schedules (the a “Payment Schedule”) that indicates (i) the amounts payable and applicable withholding taxes in respect of each Benefit Plan participant (Participant and his Beneficiary, or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, (ii) the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan), and (iii) the time of commencement for payment of such amounts. Each Payment Schedule shall be accompanied by (1) a certification or other statement acceptable to Trustee from the Recordkeeper to the effect that the amount payable (before provision for withholding taxes) has been computed by the Recordkeeper and on the basis of the information regarding such Participant’s elections under the 401k Plan and other relevant factors provided by Company to the Recordkeeper and that on such basis such amount represents the amount or amounts payable to such Participant or Beneficiary under the Plan; and (2) a statement by Company in form satisfactory to Trustee that the amount shown as withholding tax has been correctly computed by Company and will be forwarded to the taxing authorities accompanied by appropriate documentation for crediting to the account of such Participant or Beneficiary with such taxing authority. Except as otherwise provided herein, Trustee shall make payments pay an amount equal to the Benefit Plan participants amount so indicated as withholding taxes to Company and their beneficiaries the net amounts so indicated as payments due to each such Participant and Beneficiary in accordance with such Payment Schedule. The Trustee shall, in accordance with shall have no responsibility or liability for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits from the Trust pursuant to the terms of the Benefit Plans and shall pay Plan or, except as provided in Subsection C hereof, the accuracy of any such amounts withheld to indicated on the appropriate taxing authoritiesPayment Schedule. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change any changes in Controllaw that might require Trustee to have or assume any responsibility for withholding taxes notwithstanding the provisions of this sentence, Company at the Benefits Determiner, as to request of Trustee shall take any and all tax reporting and actions (including amendment of this Agreement) which under any then prevailing legal requirements would reduce or eliminate such responsibility of Trustee for withholding requirementstaxes.

Payments to Plan Participants and Their Beneficiaries. (a) Bank With respect to each Plan participant, Company shall deliver to Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Benefit Plan participant the Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is amounts are to be paid (as provided for or available under the Benefit PlansPlan(s)), and the time of commencement for payment of such amounts. The Payment Schedule shall be delivered to Trustee not more than 30 business days nor fewer than 15 business days prior to the first date on which a payment is to be made to the Plan participant. Any change to a Payment Schedule shall be delivered to Trustee not more than 30 days nor fewer than 15 days prior to the date on which the first payment is to be made in accordance with the changed Payment Schedule, Except as otherwise provided herein, . Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with shall make provisions for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan(s) and shall pay amounts withheld to the appropriate taxing authoritiesauthorities or determine that such amounts have been reported, withheld and paid by Company. In addition, It being understood among the parties hereto mat (1) Company shall on a timely basis provide Trustee shall be authorized specific information as to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee withheld and (2) Company shall be entitled obligated to rely conclusively on receive such withheld taxes from Trustee and properly pay and report such amounts to the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsappropriate taxing authorities.

Payments to Plan Participants and Their Beneficiaries. (a) Bank With respect to each Plan participant, Company shall deliver to Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Benefit Plan the participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan(s)), and the time of commencement for payment of such amounts. The Payment Schedule shall be delivered to Trustee not more than (30) business days nor fewer than (15) business days prior to the first date on which a payment is to be made to the Plan participant. Any change to a Payment Schedule shall be delivered to Trustee not more than (30) days nor fewer than (15) days prior to the date on which the first payment is to be made in accordance with the changed Payment Schedule. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with shall make provisions for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan(s) and shall pay amounts withheld to the appropriate taxing authorities. In additionauthorities or determine that such amounts have been reported, withheld and paid by Company, it being understood among the parties hereto that (1) Company shall on a timely basis provide Trustee shall be authorized specific information as to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee withheld and (2) Company shall be entitled obligated to rely conclusively on receive such withheld taxes from Trustee and properly pay and report such amounts to the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsappropriate taxing authorities.

Payments to Plan Participants and Their Beneficiaries. (a) Bank Within 60 days following the execution of this Agreement, the Company shall deliver to the Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Benefit Plan participant (and his Participant or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan), and the time of commencement for payment of such amounts. Except The Payment Schedule will be updated periodically as otherwise provided hereinnecessary, Trustee shall but not less than annually, by the Company. (b) If the Company does not make payments payment or deliver stock or securities sufficient to satisfy any distribution obligation under the Plan to a Participant when due, the Participant will be entitled to deliver to the Benefit Plan participants and their beneficiaries in accordance with such Payment ScheduleTrustee a written notice (the "Participant's Notice") setting forth instructions for the distribution obligation the Participant believes is due under the Plan. The Trustee shall, in accordance with the written instructions will deliver a copy of the BankParticipant's Notice to the Company within ten (10) business days of receipt thereof. If the Company does not, or in the event of within ten (10) business days after receiving a Change in Control copy of the BankParticipant's Notice, deliver written notice to the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect Trustee objecting to the payment of benefits pursuant to instructions contained in the terms of Participant's Notice on the Benefit Plans and shall pay amounts withheld to grounds that such distribution is not due under the appropriate taxing authorities. In additionPlan, the Trustee shall make the distribution referred to in the Participant's Notice. Such distribution shall be authorized to pay any federal, state such amount of Company stock or local taxes to any governmental body that presents a tax deficiency notice to other securities or trust assets as the Trustee with respect deems reasonably appropriate to income satisfy the instructions in the Participant's Notice. The Trustee will use its best efforts to deliver Company stock or assets successor securities in satisfaction of the TrustPlan's obligations. The Bank shall deliver If it is necessary to liquidate or sell any securities in Trust for this purpose, the Trustee each year a schedule which specifies may undertake such liquidation or sale as soon as possible in order to obtain the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on necessary assets for the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsdistribution.

Payments to Plan Participants and Their Beneficiaries. (a) Bank The Company shall deliver to the Trustee (with a copy to the applicable Plan participant) a schedule (the “"Payment Schedule”") in the form of Appendix A to this Trust Agreement consistent with the terms of the Plans that indicates the amounts payable in respect of each Benefit Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is amounts are to be paid (as provided for or available under the Benefit Plans), and the time of commencement for payment of such amounts. The Company shall obtain from its actuary for the Supplemental Retirement Plan, and its administrator for the Deferred Compensation and Savings Plan, or both, as appropriate, certification(s) of the accuracy of the information contained in any Payment Schedule. The Company shall deliver such certification(s) together with any Payment Schedule to the Trustee and to the applicable Plan participant. Except as otherwise provided herein, the Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Company shall on a timely basis provide the Trustee shall, in accordance with the written instructions for the reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or and local taxes that may be required to be reported and withheld and reported with respect to any amount paid under the payment of benefits pursuant to Trust Agreement and the terms of the Benefit Plans Trustee shall comply with such written instructions and shall pay amounts any taxes withheld to the appropriate taxing authorities. In addition, the The Trustee may rely conclusively (and shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively fully protected in such reliance) on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, Company as to all tax reporting and withholding requirements. The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries, if the Company has previously made a contribution to the Trust with respect to such participant or beneficiary. In such a case where the Company has previously made a contribution to the Trust with respect to such participant or beneficiary, any applicable Form of Payment Schedule shall be disregarded, subject to Section 12(d) and (e). In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company if or when such principal and earnings are not so sufficient.

Payments to Plan Participants and Their Beneficiaries. (a) Bank shall deliver to Trustee At such time as a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Benefit Plan participant is entitled to a payment under the Plan (and his or her beneficiariesas determined by the Trustee after having been notified in writing by the Company of the Plan participant's entitlement to the payment), that provides a formula or other instructions acceptable the Plan participant shall receive payment from the Trust Fund in an amount equal to Trustee for determining the amounts so payable, the form in benefits to which such amount Plan participant is to be paid (as provided for or available entitled under the Benefit Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with the written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans and shall pay amounts withheld to the appropriate taxing authoritiesPlan. In additionsuch event, the Trustee shall be authorized empowered to pay any federalliquidate such portion of the Trust Fund as may be available and necessary, state or local taxes to any governmental body that presents a tax deficiency notice take such actions as the Trustee deems appropriate, to satisfy the Company's obligations under the Plan. If payment required under the terms of the Plan has not been made to the Trustee with respect Plan participant (whether due to income or assets the failure of the TrustCompany to notify the Trustee as required by this paragraph or otherwise), the Plan participant may notify the Trustee in writing of the amount (or a reasonable estimate of the amount) due the Plan participant pursuant to the Plan and the date such amount was due and payable. The Bank Trustee shall deliver notify the Company within fifteen (15) days of the receipt of such payment request. If the Company and the Plan participant do not agree as to whether the Plan participant is entitled to a payment, the Trustee each year shall apply to a schedule which specifies court of competent jurisdiction for instructions as to whether the amount of taxes to distribution should be withheld, if any, with respect to benefit payments to be made hereundermade. The Trustee shall be reimbursed from the Trust Fund for any reasonable costs incurred by the Trustee in connection with such litigation. If the Trust Fund is insufficient to pay such costs, then the Company shall reimburse the Trustee. Notwithstanding the preceding sentences, if a final determination is made that the Plan participant is not entitled to rely conclusively on such payment and it is determined the written instructions of Bank, or participant's claim for payment which resulted in the event of a Change Trustee's legal action was not made in Controlgood faith, the Benefits DeterminerPlan participant, as rather than the Company, shall reimburse the Trustee and/or the Trust Fund for any such expenses. To the extent, however, that the participant does not reimburse any expenses paid by the Trustee for which there are not sufficient Trust Assets to all tax reporting and withholding requirementspay, such amounts shall be reimbursed by the Company.

Payments to Plan Participants and Their Beneficiaries. (a) Bank With respect to each Plan participant, Company shall deliver to Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in the respect of each Benefit Plan the participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan(s)), and the time of commencement for payment of such amounts. The Payment Schedule shall be delivered to Trustee not more than (30) business days nor fewer than (15) business days prior to the first date on which a payment is to be made to the Plan participant. Any change to a Payment Schedule shall be delivered to Trustee not more than (30) days nor fewer than (15) days prior to the date on which the first payment is to be made in accordance with the changed Payment Schedule. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with shall make provisions for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan(s) and shall pay amounts withheld to the appropriate taxing authorities. In additionauthorities or determine that such amounts have been reported, withheld and paid by Company, it being understood among the parties hereto that (1) Company shall on a timely basis provide Trustee shall be authorized specific information as to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee withheld and (2) Company shall be entitled obligated to rely conclusively on receive such withheld taxes from Trustee and properly pay and report such amounts to the written instructions appropriate taxing authorities. (b) The entitlement of Banka Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by Company or such party as it shall designate under the Plan(s), or and any claim for such benefits shall be considered and reviewed under the procedures set out in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsPlan(s).

Payments to Plan Participants and Their Beneficiaries. (a) Bank With respect to each Plan participant, Company shall deliver to Trustee a schedule (the “"Payment Schedule”") that indicates the amounts payable in respect of each Benefit Plan the participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan(s)), and the time of commencement for payment of such amounts. The Payment Schedule shall be delivered to Trustee not more than 30 business days nor fewer than 15 business days prior to the first date on which a payment is to be made to the Plan participant. Any change to a Payment Schedule shall be delivered to Trustee not more than 30 days nor fewer than 15 days prior to the date on which the first payment is to be made in accordance with the changed Payment Schedule. Except as otherwise provided herein, Trustee shall make payments to the Benefit Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall, in accordance with shall make provisions for the written instructions reporting and withholding of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner (as defined in Article XIII), withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans Plan(s) and shall pay amounts withheld to the appropriate taxing authorities. In additionauthorities or determine that such amounts have been reported, withheld and paid by Company, it being understood among the parties hereto that (1) Company shall on a timely basis provide Trustee shall be authorized specific information as to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee withheld and (2) Company shall be entitled obligated to rely conclusively on receive such withheld taxes from Trustee and properly pay and report such amounts to the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsappropriate taxing authorities.

Payments to Plan Participants and Their Beneficiaries. (a) Bank The Company shall deliver to the Trustee a copy of the Plan document for each of the Plans, together with a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Benefit Plan participant Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefit PlansPlan), and the time of commencement for payment of such amounts. If the Company has not done so previously, it shall deliver the Plan documents and the Payment Schedule to the Trustee before the occurrence of any Change of Control, as defined herein, and upon the occurrence of a Change of Control, shall deliver to the Trustee a current census of Participants and a current Payment Schedule (to the extent revisions to the most previous Payment Schedule are necessary or appropriate). Following any Change of Control, the Payment Schedule may not be modified or amended by the Company. Except as otherwise provided herein, the Trustee shall make payments to the Benefit Plan participants Participants and their beneficiaries in accordance with such Payment Schedule or, to the extent benefits cannot be determined pursuant to the Payment Schedule. The Trustee shall, in accordance with the written instructions of the Bank, or in the event of a Change in Control of the Bank, the written instructions of the Benefits Determiner Plan documents (as defined in Article XIIIinterpreted and directed by the Company), withhold . The Trustee shall make provisions for the reporting and report withholding of any federal, state or local taxes that may be required to be withheld and reported with respect to the payment of benefits pursuant to the terms of the Benefit Plans and shall pay amounts withheld to the appropriate taxing authorities. In additionauthorities or determine that such amounts have been reported, withheld and paid by the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the Trustee with respect to income or assets of the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. Trustee shall be entitled to rely conclusively on the written instructions of Bank, or in the event of a Change in Control, the Benefits Determiner, as to all tax reporting and withholding requirementsCompany.