Participant, age 55 or older, resigns as Director of the Sponsors’ Trust, he or she will be paidhis or her account balance in approximately equal semi-annual payments over ten (10) yearscommencing on the earlier of January 1 or July 1 coinciding with or next following the date ofresignation.(b) Cash amounts held pending distribution shall continue to accrue interest as provided inSection VII until the date of distribution. Any tax required by any governmental authority to bewithheld shall be deducted from each distribution under the Plan.(c) The semi-annual installments will be made on the business day coinciding with or nextfollowing January 1 and July 1.IX. Change in Distribution Schedule.(a) In the event of the death of a Participant before full payment of Participant’s accountbalance has been made, the Board of Directors shall pay the remaining balance of any deferredamount in one lump sum to the individual designated as Primary Beneficiary on the latest executed“Notice of Change of Beneficiary” form on file. If the Primary Beneficiary designated on the latestexecuted “Notice of Change of Beneficiary” form is no longer living, the Board of Directors shallpay the remaining balance of any deferred amount in one lump sum to the individual designed asSecondary Beneficiary on the latest executed “Notice of Change of Beneficiary” form on file. If theSecondary Beneficiary designated on the latest executed “Notice of Change of Beneficiary” form isno longer living, the Board of Directors shall pay the remaining balance of any deferred amount inone lump sum to the Participant’s estate.If a Participant wishes to change the beneficiary he or she has previously designated, he or shemay do so at any time by submitting a “Notice of Change of Beneficiary” form to the PlanAdministrator.(b) In the event of permanent disability (as defined below) before full payment of aParticipant’s account balance has been made, the Board of Directors in its sole discretion shall bepermitted to pay the balance of any deferred amount in one lump sum. Such payouts shall be made tothe Participant or the legal representative of such Participant pursuant to paragraph (c) ofSection XV.Permanent Disability: The Participant will be considered permanently disabled for the purposes ofthis Plan if, based on medical evidence, the Board of Directors determines that the Participant (1)is totally disabled, mentally or physically, (2) will remain so for the rest of his or her life,and (3) is, therefore, unable to continue his or her services to the Sponsor.(c) In the event of a Participant’s “unforeseeable emergency”, the Participant may submit awritten petition to the Board of Directors for an early withdrawal from his or her remainingaccount balance. TheBoard of Directors has sole discretion in the determination of the merits of petitioner’s“Unforeseeable Emergency” petition. Any early withdrawal approved by the Board of Directors islimited to the amount necessary to meet the emergency. Unforeseeable Emergency: An UnforeseeableEmergency is severe financial hardship to the Participant resulting from (1) a sudden andunexpected illness or accident of the Participant or of a dependent (as defined in Internal RevenueCode ss.152(a) of the Participant, (2) loss of the Participant’s property due to casualty, (3) orother similar extraordinary and unforeseeable circumstances arising as a result of events beyondthe control of Participant. The need to send a Participant’s child to college or the desire topurchase a home are not considered to be Unforeseeable Emergencies.(d) If a Participant wishes to modify the payment schedule noted at Section VIII, he or shemust submit a written petition to the Board of Directors for such change. The Board of Directorshas sole discretion in whether to permit the requested change.X. Rights of a Participant.Establishment of the Plan shall not be construed as giving any Participant the right to beretained as a Director of the Sponsors or the right to receive any benefits not specificallyprovided by the Plan.Income deferred under this Plan will not be segregated from the general funds of the Sponsorsand no Participant will have any claim on any specific assets of the Sponsors. To the extent thatany Participantacquires a right to receive benefits under this Plan, his or her right will be no greater thanthe right of any unsecured general creditor of the Sponsors and is not assignable or transferableexcept to his or her estate as defined in Section IX.XI. Amendment and Termination.(a) The Plan may be amended from time to time by resolution of the Board of Directors tocomply with changes in the laws of the State and Federal Government having jurisdiction over theSponsors. The amendment of any one or more provisions of the Plan shall not affect the remainingprovisions of the Plan. No amendment shall reduce any benefits accrued by any Participant prior tothe amendment.
 

 
(b) The Board of Directors has the right to alter the method of crediting interest to deferralaccounts or to cease crediting future interest at any time.(c) The Board of Directors has the right to terminate the Plan at any time. Any amountaccumulated prior to the Plan’s termination will continue to be subject to the provisions of thePlan.XII. Arbitration of Disputes.Any disagreement, dispute, controversy or claim arising out of, or relating to, this Plan orinterpretation or validity hereof shall be settled exclusively and finally by arbitration. Thearbitration shall be conducted in accordance with the commercial arbitration rules of the AmericanArbitration Association.XIII. Notices.Notices and elections under this Plan must be in writing. A notice or election is deemeddelivered if it is delivered personally or mailed by registered or certified mail to the person athis or her last known business address.XIV.(a) Controlling Law. Except to the extent superseded by federal law, the laws of theCommonwealth of Pennsylvania shall be controlling in all matters relating to the Plan, includingconstruction and performance thereof.(b) Captions. The captions of sections and paragraphs of this Plan are for the convenience ofreference only and shall not control or affect the meaning or construction of any of itsprovisions.(c) Facility of Payment. Any amounts payable hereunder to any Participant who is under legaldisability or who, in the judgment of the Board of Directors, is unable to properly manage his orher financial affairs may be paid to the legal representative of such Participant or may be appliedfor the benefit of such Participant in any manner which the Board of Directors may select, and anysuch payment shall be deemed to be payment for such Participant’s account and shall be a completedischarge of all liability of Sponsors with respect to the amount so paid.(d) Withholding of Payroll Taxes. To the extent required by the laws in effect at the timecompensation or deferred compensation payments are made, Sponsors shall withhold from suchcompensation, or from deferred compensation payments made hereunder, any taxes required to bewithheld for federal, state, or local government purposes.(e) Administrative Expenses. All expenses of administering the Plan shall be borne bySponsors. No part thereof shall be charged against any Participant’s account or any amountsdistributable hereunder.(f) Any Provision of this Plan prohibited by the law of any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition without invalidating the remainingprovisions hereof.(g) Except as otherwise expressly provided herein, no member of the Sponsors’ Boards ofDirectors, and no officer, employee, or agent of Sponsors shall have any liability to any person,firm, or corporation based on or arising out of the Plan, except in the case of gross negligence orfraud.XV. Unfunded Status of Plan.It is the intention of the parties that the arrangements herein described be unfounded for taxpurposes and for purposes of Title I of ERISA. Plan Participants have the status of generalunsecured creditors of the Sponsors. The Plan constitutes a mere promise by the Sponsors to makepayments in the future. Any and all payments made to the Participant pursuant to the Plan, shall bemade only from the general assets of the Sponsors. All accounts under the Plan shall be forbookkeeping purposes only and shall not represent a claim against specific assets of the Sponsors.Nothing contained in this Plan shall be deemed to create a trust of any kind or create anyfiduciary relationship.XVI. Rights to Benefits.A Participant’s rights to benefit payments under the Plan are not subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, orgarnishment by creditors of the Participant or the Participant’s beneficiaries.