exhibit10g







                                                                                                       TRUSTAGREEMENT    FOR NON-QUALIFIED DEFERRED COMPENSATION BENEFIT PLANS   BETWEEN   CARPENTER TECHNOLOGY CORPORATION   AND   JPMORGAN CHASE BANK, N.A.   INVESTOR SERVICES     





 







Rabbi Trust-October 2012 Page i   Table of Contents  Page   CARPENTER TECHNOLOGY CORPORATION ....................................................................... 1   AGREEMENT ........................................................................................................... 1   1. Continuation of Trust ........................................................................................... 1   2. Payments to Plan Participants and their Beneficiaries .................................................... 2   3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent ... 4   4. Payments to the Company .................................................................................... 5   5. Investment Authority ............................................................................................ 5   6. Disposition of Income .......................................................................................... 7   7. Proxies ............................................................................................................ 7   8. Corporate Actions ............................................................................................... 7   9. Class Action Litigation .......................................................................................... 8   10. Records; Annual Account ..................................................................................... 10   11. Responsibility of Trustee ...................................................................................... 10   12. Indemnification ................................................................................................. 12   13. Compensation and Expenses of the Trustee .............................................................. 12   14. Resignation and Removal of Trustee ....................................................................... 13   15. Appointment of Successor .................................................................................... 14   16. Amendment or Termination .................................................................................. 14   17. Miscellaneous .................................................................................................. 14   EXHIBITS AND SCHEDULES........................................................................................... 18   EXHIBIT A List of Plans Covered by this Agreement ....................................................... 18   EXHIBIT B Secretary’s Certificate ............................................................................. 17   EXHIBIT C Benefit Payment Services to be Provided by the Trustee .................................... 18   EXHIBIT D Information to be Provided for Benefit Payment Services ................................... 19   EXHIBIT E Electronic Access ................................................................................... 20   SCHEDULE 1 Class Action Scope of Services ............................................................... 22   SCHEDULE 2 List of Accounts to be Excluded From this Securities Class Action Services: ......... 23     





 







Rabbi Trust-October 2012 Page 1   TRUST FOR NON-QUALIFIED DEFERRED COMPENSATION BENEFIT PLANS OF   CARPENTER TECHNOLOGY CORPORATION   This Agreement (“Agreement”) effective as of   the 15th day of  August , 2014 by and between   Carpenter Technology Corporation   (“Company”) and JPMorgan Chase Bank, N.A.   (“Trustee”);   RECITALS   (A) The Company has adopted the   nonqualified deferred compensation plan(s) as   listed in Exhibit A (the “Plans”).   (B) The Company has incurred or expects to   incur liability under the terms of such Plan(s) with   respect to the individuals participating in such   Plan(s);   (C) The Company wishes to continue the   Carpenter Technology Corporation Non-Qualified   Benefits Trust (maintained pursuant to that trust   agreement dated May 1, 1997, which has been   amended twice since such date) for Directors and   the Carpenter Technology Corporation Non-   Qualified Employee Benefits Trust (maintained   pursuant to that trust agreement dated May 1997,   which has been amended twice since such date)   previously established by it (hereinafter   collectively called “Trust”) to which the Company   contributed assets to be held in trust therein,   subject to the claims of the Company’s creditors in   the event of the Company’s Insolvency, as herein   defined, until paid to Plan participants and their   beneficiaries in such manner and at such times as   specified in the Plan(s);   (D) The Company desires JPMorgan Chase   Bank, N.A. to continue as trustee of the Trust   pursuant to resolutions of the Company’s   governing body.  The Company shall provide the   Trustee with a certified copy of such resolutions   substantially in the form annexed hereto as   Exhibit B;   (E) It is the intention of the parties that this   Trust shall constitute an unfunded arrangement   and shall not affect the status of the Plan(s) as an   unfunded plan maintained for the purpose of   providing deferred compensation for a select   group of management or highly compensated   employees for purposes of Title I of the Employee   Retirement Income Security Act of 1974;   (F) It is the intention of the Company to make   contributions to the Trust to provide itself with a   source of funds to assist it in the meeting of its   liabilities under the Plan(s);   (G) The Company and the Trustee desire to   amend and restate the instrument governing the   Trust in its entirety.   AGREEMENT   1. Continuation of Trust   (a) The Company and the Trustee hereby   amend and restate the instrument governing the   Trust and continue the Trust as a funding vehicle   for the Plan(s), upon the terms and conditions set   forth below which supersedes any prior   instrument(s) governing the Trust.  “Trust Fund”   means all assets held by the Trustee in the Trust   under the provisions of this Agreement at the time   of reference.   (b) The Trust hereby continued shall be   irrevocable by the Company, except as otherwise   provided herein.   (c) The Trust is intended to be a grantor trust,   of which the Company is the grantor, within the   meaning of subpart E, part I, subchapter J,   chapter 1, subtitle A of the Internal Revenue Code   of 1986, as amended, (the “Code”) and shall be   construed accordingly.   (d) The principal of the Trust, and any   earnings thereon, shall be held separate and   apart from other funds of the Company and shall   be used exclusively for the uses and purposes of   Plan participants and beneficiaries (except as   otherwise provided herein) and general creditors   as herein set forth.  Plan participants and their   beneficiaries shall have no preferred claim on, or   any beneficial ownership interest in, any assets of   the Trust.  Any rights created under the Plan(s)   and this Agreement shall be mere unsecured   contractual rights of Plan participants and their   beneficiaries against the Company.  Any assets   held by the Trust will be subject to the claims of   the Company’s general creditors under federal   and state law in the event of Insolvency, as   defined in Section 3(a) herein.     





 







   Rabbi Trust-October 2012  Page 2   (e) The Company, in its sole discretion, may   at any time, or from time to time, make additional   deposits of cash or other property acceptable to   the Trustee in trust with the Trustee to augment   the principal to be held, administered and   disposed of by the Trustee as provided in this   Agreement.  Neither the Trustee nor any Plan   participant or beneficiary shall have any right to   compel such additional deposits.   (f) Upon the occurrence of a Potential   Change in Control, as defined in Section 1(g)   below), the Company, if it so chooses (and if it   has determined that it is not restricted from doing   so under Section 409A of the Code), will deliver to   the Trustee cash and/or marketable securities   having a fair market value in an amount equal to   the sum of the amounts, determined by an actuary   selected by the Company, which will be sufficient   to fund fully the Company’s and its affiliates’   obligations to pay to the participants and   beneficiaries the full amount of all benefits to   which they may become entitled pursuant to the   Plans.  Any such contribution shall be identified to   the Trustee, by the Company, as a Section 1(f)   contribution.   Any Section 1(f) contribution delivered to the   Trustee shall be returned to the Company without   interest on the 181st day following (and exclusive   of the date of) its receipt by the Trustee upon   written direction from the Company, unless within   180 days following such receipt by the Trustee, a   notice of the Change in Control shall have been   received by the Trustee pursuant to Section 2(k).    Such 180-day period shall be extended for an   additional 180-day period for any Potential   Change in Control which occurs or continues   during any initial or extended 180-day period.  The   Company will provide the Trustee with written   notice of any extension.   (g) For purposes of this Agreement,   “Potential Change in Control” means:   (1) the Company enters into an agreement,   the consummation of which would result in the   occurrence of a Change in Control,   (2) any person (including the Company)   publicly announces an intention to take or to   consider taking actions which if consummated   would constitute a Change in Control;   (3) any person, other than a trustee or other   fiduciary holding securities under an employee   benefit plan of the Company or a corporation   owned, directly or indirectly, by the stockholders   of the Company in substantially the same   proportions as their ownership of stock of the   Company, who is or becomes the beneficial   owner, directly or indirectly, of securities of the   Company representing 10% or more of the   combined voting power of the Company’s then   outstanding securities, increases his beneficial   ownership of such securities by 5% or more of the   combined voting power of the Company’s then   outstanding securities on the effective date of this   Agreement; or   (4) the Board of Directors of the Company   adopts a resolution to the effect that, for purposes   of this Trust, a “potential change in control” has   occurred.  Such a resolution will be provided to   the Trustee in certified form.   Notwithstanding the foregoing, no Potential   Change in Control shall be deemed to have   occurred for purposes of this Agreement unless   and until the Trustee has received actual written   notice from the Company or any person who was   an officer of the Company immediately prior to an   alleged Potential Change in Control shall provide   written notice to the Trustee that a Potential   Change in Control has occurred and the Trustee   shall have no responsibility to determine if a   Potential Change of Control has occurred.    (h) In the event that the Trust is overfunded,   upon written direction from the Company, any   amount of such overfunding may be returned to   the Company.     (i) The Company represents and warrants   that it has complied with all requirements of any   predecessor trust agreement related to the   adoption of this amended and restated   Agreement.      2.  Payments to Plan Participants and   their Beneficiaries   (a) The Company shall deliver to the Trustee   a schedule (the “Payment Schedule”) that   indicates the amounts payable in respect of each   Plan participant (and his or her beneficiaries) or   that provides 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 Plan), and the   time of commencement for payment of such   amounts.  Except as otherwise provided herein,   the Trustee shall make payments to the Plan   participants and their beneficiaries in accordance   with such Payment Schedule and will provide the   services identified in Exhibit C (“Benefit Payment     





 







   Rabbi Trust-October 2012  Page 3   Services”).  The Company shall provide the   Trustee with written instructions as to the   aggregate amount of any federal, state and local   taxes that may be required to be withheld with   respect to the payment of benefits from the Trust,   and the Trustee shall remit such amounts to the   Company for payment and reporting to the   appropriate taxing authorities by the Company. To   the extent the Company makes payments   pursuant to 2(f) prior to a Change in Control, the   Company and its affiliates shall withhold all   required federal, state and local taxes from benefit   payments under any of the Plans, and remit those   withholdings to the appropriate taxing authorities.    The Company and its affiliates shall also be   responsible for the preparation of all information   reports, returns, receipts and other   communications required by Chapter 61 of the   Code to be filed with, or distributed to, any person   or governmental entity.  Following a Change in   Control, the Trustee shall assume the Company’s   and its affiliates’ responsibilities under this Section   with respect to benefit payments under any of the   Plans, and shall reduce such benefit payments by   the amount of any such required withholding, as   advised by the Company.  The Trustee shall remit   the net benefit payments to the participants and   beneficiaries and shall pay the required tax   withheld to the Company and its affiliates, which   shall continue to be responsible for the   preparation and filing of all items required by   Chapter 61 of the Code, as enumerated in this   Section.  The Company, its affiliates and the   Trustee shall cooperate with each other in   providing any information reasonably necessary to   enable the other to carry out any of its   responsibilities with regard to taxes under this   Section.   (b) The entitlement of a Plan participant or   his or her beneficiaries to benefits under the   Plan(s) shall be determined by the Company or   such party as it shall designate under the Plan(s)   (which party shall not be the Trustee), and any   claim for such benefits shall be considered and   reviewed under the procedures set out in the   Plan(s).   (c) The Company or its designee (the   “Administrator”) shall provide the Trustee with   the data listed in Exhibit D in a format reasonably   acceptable to the Trustee before the cut-off times   specified in Exhibit D.  The Company and the   Administrator shall be solely responsible for the   accuracy of the data provided to the Trustee.   (d) The Company shall review promptly any   reports relating to the Benefit Payment Services   produced by the Trustee for accuracy and   completeness and shall bear the sole   responsibility for the contents of reports (including   but not limited to past and future periodic   payments to participants and their beneficiaries) in   the event that the Company or Administrator fails   to notify the Trustee of any errors in any such   reports within sixty (60) days after receipt thereof .    The Company shall pay the Trustee a reasonable   fee for correcting any report which is incorrect due   to the Trustee being provided inaccurate   information.  The Trustee shall have no Liability,   as hereinafter defined, to the Company, the   Administrator, any participant or beneficiary, or   governmental agency or entity, including, without   limitation, for the collection of, or any claim,   lawsuit, penalties, consequential damages or   reimbursement to the Plan or participant(s) or   beneficiary(ies) arising out of any past or future   incorrect payments, or past or future   overpayments made to a participant or beneficiary   or erroneous information reports filed with any   party or governmental agency or entity in the   event that the Company or Administrator fails to   notify the Trustee of any errors in any such   reports within sixty (60) days after receipt thereof.   (e) Subject to the provisions of Article 12, the   Trustee’s Liability with respect to any one incident   or any series of related incidents with respect to   the Benefit Payment Services pursuant to this   Section 2 shall be limited to an amount not in   excess of the annual fee paid for such Benefit   Payment Services.    (f) Prior to a Change in Control, the   Company may make payment of benefits directly   to Plan participants or their beneficiaries as they   become due under the terms of the Plan(s).  In   such event, the Company may direct the Trustee   to reimburse the Company for its payment of Plan   benefits or other expenses paid by the Company   upon the Company’s written certification that it   has made such payment and the amount to be   reimbursed.  In addition, if the principal of the   Trust, and any earnings thereon, are not sufficient   to make payments of benefits in accordance with   the Payment Schedule provided to the Trustee by   the Company, the Company 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 comply with the   Company's specific payment instructions.      





 







   Rabbi Trust-October 2012  Page 4   (g) The Trustee shall have no duty to   question the propriety of any direction of the   Company to make payments, reimbursements or   transfers, to account for funds retained in or   disbursed from any accounts to which payments   or transfers are made, to see to the application of   payments, reimbursements or transfers, or to   ascertain whether the Company’s directions to   make payments, reimbursements or transfers   comply with the terms of the Plan(s).  The Trustee   shall not incur any Liabilities hereunder and shall   be fully protected by the Company against any   Liabilities from its making payments,   reimbursements or transfers pursuant to the   Company’s direction or failure to make any   payments, reimbursements or transfers in the   absence of directions.    (j) The Trustee shall not make any payments   to participants or beneficiaries from the Trust   Fund except as provided in this Section 2 even   though it may be informed from another source   that payments are due under a Plan.     (k) For purposes of this Agreement, “Change   in Control” shall have the meaning set forth in   any applicable Plan document. No Change in   Control shall be deemed to have occurred for   purposes of this Agreement unless and until the   Trustee has received actual written notice from   the Company or from any person who was an   officer of the Company immediately prior to the   alleged Change in Control that such Change in   Control has occurred.   (l) If at any time the Company determines   that any amount held in the Trust Fund is   includible in the gross income of a participant or   beneficiary for federal income tax purposes prior   to payment of such amount from the Trust Fund,   the Trustee, upon notice from the Company, shall   pay such amount to such person in the manner   directed by the Company.   (m) Notwithstanding any provisions of this   Trust Agreement to the contrary, the Company   and its affiliates shall remain obligated to pay the   benefits under the Plans.  To the extent the   amount in the Trust Fund is not sufficient to pay   any benefits when due, the Company and its   affiliates shall pay such deficiency directly to the   person entitled thereto.  Nothing in this Trust   Agreement shall relieve the Company and its   affiliates of its liabilities to pay the benefits except   to the extent such liabilities are met by the   application of Trust Fund assets.   (n) The Company agrees that all income,   deductions and credits of the Trust Fund belong to   it as owner for income tax purposes and will be   included on the Company’s income tax returns to   the extent required by applicable law.   3.  Trustee Responsibility Regarding   Payments to Trust Beneficiary When Company   Is Insolvent   (a) The Trustee shall cease payment of   benefits to Plan participants and their   beneficiaries if the Company is Insolvent.  The   Company shall be considered “Insolvent” for   purposes of this Agreement if (i) the Company is   unable to pay its debts as they become due, or (ii)   the Company is subject to a pending proceeding   as a debtor under the United States Bankruptcy   Code.   (b) At all times during the continuance of this   Trust, as provided in Section 1(d) hereof, the   principal and income of the Trust shall be subject   to claims of general creditors of the Company   under federal and state law as set forth below.   (1) The Board of Directors and the Treasurer   of the Company shall have the duty to inform the   Trustee in writing of the Company’s Insolvency.  If   a person claiming to be a creditor of the Company   alleges in writing to the Trustee that the Company   has become Insolvent, the Trustee shall   determine whether the Company is Insolvent and,   pending such determination, the Trustee shall   discontinue payment of benefits to Plan   participants or their beneficiaries.   (2) Unless the Trustee has actual knowledge   of the Company’s Insolvency, or has received   notice from the Company or a person claiming to   be a creditor alleging that the Company is   Insolvent, the Trustee shall have no duty to   inquire whether the Company is Insolvent.  The   Trustee may in all events rely on such evidence   concerning the Company’s solvency as may be   furnished to the Trustee and that provides the   Trustee with a reasonable basis for making a   determination concerning the Company’s   solvency.  The Trustee shall not be considered to   have knowledge or received notice of the   Company's Insolvency unless and until the   knowledge or notice is actually received by:   (i) The individual, or his successor, last   identified in writing by the Trustee as the proper   party to receive notices; or     





 







   Rabbi Trust-October 2012  Page 5   (ii) The individuals held out to the Company   as being responsible for the day to day   administration of this Agreement; or   (iii) The manager of the department in which   the individuals described in Subsection (ii) above   perform their duties with respect to this   Agreement.   (3) If at any time the Trustee has determined   that the Company is Insolvent, the Trustee shall   discontinue payments to Plan participants or their   beneficiaries and shall hold the assets of the Trust   for the benefit of the Company’s general creditors.    Nothing in this Agreement shall in any way   diminish any rights of Plan participants or their   beneficiaries to pursue their rights as general   creditors of the Company with respect to benefits   due under the Plan(s) or otherwise.    (4) The Trustee shall resume the payment of   benefits to Plan participants or their beneficiaries   in accordance with Section 2 of this Agreement   only after the Trustee has determined that the   Company is not Insolvent (or is no longer   Insolvent).   (c) To the extent provided in an updated   Payment Schedule and provided that there are   sufficient assets, if the Trustee discontinues the   payment of benefits from the Trust pursuant to   Section 3(b) hereof and subsequently resumes   such payments, the first payment following such   discontinuance shall include the aggregate   amount of all payments due to Plan participants or   their beneficiaries under the Payment Schedule   for the period of such discontinuance, less the   aggregate amount of any payments made to Plan   participants or their beneficiaries by the Company   in lieu of the payments provided for hereunder   during any such period of discontinuance.   4. Payments to the Company   Except as provided in (i) Section 1(f) with regard   to funding on a Potential Change in Control, (ii)   Section 1(h) with regard to overfunding, (iii)   Section 2(a) with respect to remittance to the   Company of withheld taxes, (iv) 2(f) with respect   to reimbursement to the Company of benefits paid   directly to the Plan participant or his or her   beneficiary and expenses paid by the Company   and (v) Section 3 hereof, after the Trust has   become irrevocable, the Company shall have no   right or power to direct the Trustee to return to the   Company or to divert to others any of the Trust   assets before all payment of benefits have been   made to Plan participants and their beneficiaries   pursuant to the terms of the Plan(s).  The Trustee   shall not be required to independently determine   whether all benefit payments have been made to   Plan participants and beneficiaries pursuant to the   terms of the Plan(s) and may rely upon written   notification to such effect as provided by the   Company or its accountants, legal counsel or Plan   consultants.   5. Investment Authority   (a) The Trustee shall have no discretion or   authority with respect to the investment of Trust   assets, but shall act solely as a directed Trustee,   and shall invest and reinvest the principal and   income of the Trust and keep the Trust invested in   such investments as directed by the Company or   one or more investment managers appointed by   the Company in accordance with Section 5(b).    The Trustee shall have no duty to question any   action or direction or failure to give directions of   the Company or any duly appointed investment   manager as to the investment, reinvestment,   management, disposition or distribution of Trust   assets.  To the extent necessary to carry out the   directions of the Company or any duly appointed   investment manager, the Trustee is authorized   and empowered, but not by way of limitation, with   the following powers, rights and duties:   (1) to invest any part or all of the Trust   without distinction between principal and income   and in such securities or any kind of property, real   or personal, wherever situated, including, but not   limited to, common or preferred stocks, warrants,   rights, securities of any open-end or closed-end   management type investment company or   investment trust registered under the Investment   Company Act of 1940, as amended (including any   such investment company or investment trust to   which the Trustee or an affiliate provides services   and/or from which it receives fees as investment   advisor, custodian, transfer agent or sub-transfer   agent, registrar, administrator or sub-   administrator, or in any other capacity), exchange   funds, real estate investment trusts, limited   partnerships, venture capital funds, private equity   investments, closely held companies, and   corporate or government bonds, notes,   debentures and other evidence of indebtedness or   ownership.   (2) to invest and reinvest or otherwise deposit   the Trust assets in savings accounts, time deposit   accounts, certificates of deposit, money market   funds, or other evidences of deposit issued by the   Trustee and/or any other national bank, savings   and loan institution, state member bank, state   non-member bank, or other depository institution,     





 







   Rabbi Trust-October 2012  Page 6   including any such entity which now or in the   future is an affiliate of the Trustee.   (3) to retain in cash or cash equivalents so   much of the Trust as may be required for liquidity   needs of the Plan(s) and to deposit any such cash   held in the Trust with any bank or savings   institution, including its own banking department,   without liability for interest on such cash deposits.   (4) to exercise any exchange privileges,   conversion privileges and conversion rights   available under any security or other property held   in the Trust; consent to or dissent from the   reorganization, consolidation, merger or the   readjustment of the finances of, or the sale,   mortgage, pledge, or lease of the property of any   entity that has issued any security held in the   Trust; deposit any securities or other property held   in the Trust with any protective, reorganization, or   similar committee and delegate discretionary   power to that committee; do any other act in   connection with matters described in this Section,   including exercising options, making agreements   or subscriptions, or paying expenses,   assessments, or subscriptions which the Trustee   believes is necessary or advisable.   (5) to vote any stock or other security and   exercise any right appurtenant to any stock,   security or other property held in the Trust, either   in person or by general or limited proxy, power of   attorney or other instrument.   (6) to settle, compromise, or submit to   arbitration any claims, debts or damages due to or   owing from the Trust, commence and defend suits   or legal proceedings and represent the Trust in all   suits or legal proceedings, except that the Trustee   may not exercise any of the powers referred to in   this Subsection without the consent of the   Company if the matter relates solely to the rights   or status under the Plan(s) of a participant or   beneficiary or any other person.   (7) to manage, operate, repair, or improve   and collect the income from any real or personal   property held in the Trust.   (8) to renew or extend, or participate in the   renewal or extension of, any debt owing to the   Trust and agree to a reduction in the rate of   interest on any such debt or to any other   modifications or changes to the terms of any   mortgage or of any guarantee pertaining thereto;   waive any default whether in the performance of   any covenant or condition of any evidence of any   debt or mortgage or in the performance of any   guarantee or to enforce any rights available to the   Trustee because of any default; exercise and   enforce any and all rights of foreclosure, bid in   property on foreclosure, take a deed in lieu of   foreclosure, with or without consideration, and   release the obligation on any note or other   evidence of debt secured by that mortgage; and   exercise and enforce in any action, suit or other   proceeding at law and in equity any rights or   remedies in respect to any such debt, mortgage or   guarantee.   (9) to hold securities in bulk or bearer form,   or deposit them with any central depository   authorized under applicable law, in its own name   or in the name of a nominee without the addition   of words indicating that the property is held in a   fiduciary capacity.   (10) to join in or oppose the reorganization,   recapitalization, consolidation, sale or merger of   corporations or properties, including those in   which it is interested as Trustee.   (11) to make, execute and deliver, as Trustee,   with or without providing for no individual liability   on behalf of the Trust, any and all conveyances,   mortgages, contracts, waivers, releases, leases,   assignments, powers of attorney or other written   instruments considered necessary and   appropriate in the administration of the Trust.   (12) to lend securities to banks and broker-   dealers approved by the Company, consistent   with regulations issued by applicable regulatory   authorities, and under the terms of a written   agreement between the Company and the   Trustee.   (13) except as otherwise provided in this   Agreement or under applicable law, execute all   instruments, engage in all proceedings and   exercise all rights, powers and privileges   considered necessary and appropriate to   discharge the purposes of this Agreement.   (b) The Company may appoint one or more   investment managers (“Investment Managers”),   pursuant to a written investment management   agreement describing the powers and duties of   the Investment Manager, to direct the investment   and reinvestment of all or a portion of the Trust.   The Company shall furnish the Trustee with   written notice of the appointment of each   Investment Manager hereunder in the form as   provided by the Trustee and of the termination of   any such appointment and shall cause each   Investment Manager to provide the Trustee with   written certification of its capacity in the form as   provided by the Trustee.  Such notice shall specify     





 







   Rabbi Trust-October 2012  Page 7   the assets which shall constitute the investment   account (“Investment Account”). The Trustee   shall be fully protected in relying upon the   effectiveness of such appointment and the   Investment Manager’s continuing satisfaction of   the requirements set forth above until it receives   written notice from the Company to the contrary.   (c) Any instructions received from the   Company or an Investment Manager under this   Section will remain in effect and will be binding   until they are revoked or amended in writing or   otherwise in accordance with the Trustee’s   prescribed procedures and delivered to the   Trustee.  The Trustee is not responsible for the   propriety of any directed investment, will not be   required to consult with or advise the Company or   Investment Manager regarding the investment   quality of any directed investment, and shall have   no obligation to review or make recommendations   with respect to any investment made at the   direction of the Company or Investment Manager.    The Trustee will retain custody of any securities or   other property acquired as a result of any   investment directions received from the Company   or Investment Manager until the Company or   Investment Manager, as the case may be, directs   the Trustee, in writing or otherwise in accordance   with prescribed procedures, to dispose of them.   (d) In no event may the Trustee invest in   securities (including stock or rights to acquire   stock) or obligations issued by the Company,   other than a de minimis amount held in common   investment vehicles in which the Trustee invests.    All rights associated with assets of the Trust shall   be exercised by the Trustee or the person   designated by the Trustee, and shall in no event   be exercisable by or rest with Plan participants or   beneficiaries.   6. Disposition of Income   During the term of this Trust, all income received   by the Trust, net of expenses and taxes, shall be   accumulated and reinvested.   7. Proxies   (a) The Trustee will monitor information   distributed to holders of securities or other   property about upcoming shareholder meetings,   promptly notify the applicable Investment   Manager (or the Company in the case of a   Company directed account) of such information   and, subject to Section 7(c), act in accordance   with the instructions of the Investment Manager   (or the Company, as the case may be) in relation   to such meetings (the “Proxy Voting Service”).     (b) The Proxy Voting Service is available only   in certain markets, details of which are available   from the Trustee on request.  Provision of the   Proxy Voting Service is conditional upon receipt   by the Trustee of any additional documentation   that may be required for certain markets.    (c) The Proxy Voting Service does not   include physical attendance at shareholder   meetings. Requests for physical attendance at   shareholder meetings can be made but they will   be evaluated and agreed to by the Trustee on a   case by case basis.    (d) The Company acknowledges that the   provision of the Proxy Voting Service may be   precluded or restricted under a variety of   circumstances.  These circumstances include, but   are not limited to:    (i) the securities or other property being on   loan or out for registration;    (ii) the pendency of conversion or another   Corporate Action (as hereinafter defined);   (iii) the securities or other property being held   in a margin or collateral account at the Trustee or   another bank or broker, or otherwise in a manner   which affects voting;   (iv) local market regulations or practices, or   restrictions by the issuer; and   (v) the Trustee being required to vote all   shares held for a particular issue for all of the   Trustee’s customers on a net basis (i.e., a net yes   or no vote based on voting instructions received   from all its customers). Where this is the case, the   Trustee will notify the applicable Investment   Manager (or the Company in the case of a   Company directed account).   8. Corporate Actions   “Corporate Action” means any subscription right,   bonus issue, stock repurchase plan, redemption,   exchange, tender offer, or similar matters with   respect to any securities or other property that   requires discretionary action by the Trust Fund, but   does not include rights with respect to class action   litigation or proxy voting.   (a) The Trustee will act in accordance with   local market practice to obtain information   concerning Corporate Actions that is publicly   available in the local market.  The Trustee also will   review information obtained from sources to which   it subscribes for information concerning such   Corporate Actions.  The Trustee will promptly   provide that information (or summaries that reflect     





 







   Rabbi Trust-October 2012  Page 8   the material points concerning the applicable   Corporate Action) to the applicable Investment   Manager (or the Company in the case of a   Company directed account).  The Trustee does   not commit, however, to provide information   concerning Corporate Actions relating to securities   or other property being held at the applicable   Investment Manager’s (or the Company’s, as the   case may be) request in a name not subject to the   control of the Trustee.   (b) The Trustee will act in accordance with the   instructions of the Investment Manager (or the   Company, as the case may be) in relation to such   Corporate Actions.  If the Investment Manager (or   the Company, as the case may be) fails to provide   the Trustee with timely instructions with respect to   any Corporate Action, neither the Trustee nor its   nominees will take any action in relation to that   Corporate Action, except as otherwise agreed in   writing by the Trustee and the applicable   Investment Manager (or the Company, as the case   may be) or as may be set forth by the Trustee as a   default action in the notification it provides under   Section 8(a) with respect to that Corporate Action.    (c) In the event that, as a result of holding of   securities or other property in an omnibus   account, the Trust receives fractional interests in   securities or other property arising out of a   Corporate Action or class action litigation, the   Trustee is directed to credit the Trust Fund with   the amount of cash the Trust Fund would have   received had the securities or other property not   been held in an omnibus account, and the Trust   Fund shall relinquish to the Trustee its interest in   such fractional interests.  If some, but not all, of an   outstanding class of securities or other property is   called for redemption, the Trustee may allot the   amount redeemed among the respective   beneficial holders of such class of securities or   other property on a pro rata basis or in a similar   manner the Trustee deems to be fair and   equitable.   9. Class Action Litigation   (a) (i) Except as otherwise provided in   this Section 9, the Trustee will provide the   following administrative services (“Class Action   Services”) with respect to notifications of   securities class actions that the Trustee may   receive from time to time with regard to the Trust   Fund’s Investment Accounts excluding the   accounts set forth in Schedule 2 hereto   (collectively, “Serviced Accounts” and   individually, “Serviced Account”):   (A) preparing and submitting claims and   supporting documentation on the Trust’s behalf in   respect of securities class action notifications   relating to the securities held in the Serviced   Accounts during the relevant class period;   (B) responding to inquiries from claims   administrators arising from the Serviced Accounts’   participation in securities class actions and   making changes to the filings of claim forms as   needed to address such inquiries. Where   additional information is required to make such   changes, the Trustee will contact the Company;   (C) communicating with claims administrators   from time to time, in the Trustee’s discretion, with   regard to the status of the Serviced Accounts’   claims; and   (D) crediting the Serviced Account(s) upon   receipt of claim proceeds from the claims   administrator.   (ii) Schedule 1 lists those markets, types of   securities class actions and limitations, if any,   under which the Trustee provides the Class Action   Services.  The Trustee may from time to time, in   the Trustee’s discretion, modify such Schedule   upon notice to the Company.   (iii) Except as otherwise expressly agreed by   the parties in writing, the Class Action Services   shall only be provided in respect of securities   class action notifications listed on Schedule 1 that   arise subsequent to the effective date of this   Agreement.   (iv) When the Trustee completes and files   claim forms or other documentation on the   Serviced Accounts’ behalf, the Trustee shall be   acting solely in a clerical capacity as the   Company’s agent and shall not be a fiduciary to   the Plan or the Serviced Accounts with respect to   the performance of the Class Action Services,   even though, in its capacity as trustee, it may act   separately as a fiduciary.  The Trustee is not   making any representation or warranty as to the   advisability of the Trust participating in the   securities class action; the Trustee is not   representing any view of the Trustee in relation to   the securities class action; and the Trustee is not   making any representation or warranty as to the   likely outcome of any class action, participation in   which is wholly at the Company’s request and for   the Serviced Accounts’ risk.   (v) The Trustee will not file claims in respect   of the Serviced Accounts’ securities transactions   whilst such securities were held at other trustees     





 







   Rabbi Trust-October 2012  Page 9   or custodians or in a name that was not under the   control of the Trustee during the relevant class   period unless otherwise agreed in writing. If the   Company so requests the Trustee to include such   transactions, the Company represents that such   information provided to the Trustee is true, correct   and complete and agrees to indemnify and hold   the Trustee harmless from any and all liabilities   that may result from such transactions.   (vi) The Trustee shall not be obliged to file a   claim or take any action in any securities action   where the Trustee reasonably determine such   securities class action proceeding does not   conform with the standards or market practices   prevailing in the relevant market.   (vii) The Trustee shall not be obliged to file a   claim or take any action in any securities class   action where such securities class action would   require the Trustee to file a claim in its own name   due to applicable law, regulation or market   practice in the relevant market. The Trustee will   promptly inform the Company in writing each time   such a situation arises.   (b) (i) When the Trustee has received in   accordance with market practice a securities class   action notification, the Trustee shall, as   contemplated by this Agreement, research   records of the Serviced Accounts to identify the   Serviced Accounts’ interest, if any, with respect to   any such securities class action notification and   shall notify the Company of the same by posting   such notice on the Trustee’s website.   (ii) The Company shall instruct the Trustee   no later than two (2) business days prior to the   stated opt-out date referred to in the relevant   notification  whether the Company disagrees with   any of the information provided by the Trustee   under Section 9(b)(i) or if the Company does not   wish the Trustee to proceed with filing a claim on   the Serviced Accounts’ behalf, as applicable in   such market.   (iii) Except with respect to securities issued   by the Company, unless the Trustee has received   Instructions not to file a claim on the Serviced   Accounts’ behalf at its central securities class   actions department at least two (2) business days   prior to the stated opt-out date referred to in the   relevant notification, Trustee shall, to the extent   applicable in such market, be under standing   instructions to complete and file the required claim   forms for the particular securities class action with   the claims administrator.  The Trustee will not file   claims in respect of securities issued by the   Company but will assist the Company in   completing any documentation reasonably   necessary for the Company to file such claim.   (iv) The Trustee shall present with the claim   any supporting information that the Trustee has in   its possession and that is required as part of the   filing as set out in the securities class action   notification. The Trustee shall be authorized to   disclose such information regarding the Serviced   Accounts as may be reasonably required to   complete and file claims on the Serviced   Accounts’ behalf.   (c) (i) The Company will provide the   Trustee with such information and documentation   as the Trustee may reasonably require in   connection with the services under this Section 9.   (ii) The Company acknowledges that in   relation to any securities class action it is   important that only one claim is filed on the   Serviced Accounts’ behalf in respect of a custodial   holding or securities transaction. If, in the same   securities class action, multiple claims are   submitted on the Serviced Accounts’ behalf for the   same custodial holding, then all such claims might   be rejected by the claims administrator. Therefore,   where a claim is to be submitted by the Trustee as   set out in a notification, as provided by this   authorization, no other party should submit a   claim on the Serviced Accounts’ behalf for the   same custodial holding or securities transaction in   the same securities class action and the Trustee   shall have no duty to check whether any other   claims have been filed by any third party on the   Serviced Accounts’ behalf in the same securities   class action. Subject to Section 9(d) the Trustee   will have no responsibility in the event that a claim   is rejected on the basis that a duplicate claim has   been filed by the Company or another party.   (iii) Should the Company engage a third party   to make a claim on the Serviced Accounts’ behalf   in respect of a custodial holding or securities   transaction with the Trustee, the Company shall   be responsible for instructing the Trustee not to   file a claim on the Serviced Accounts’ behalf at   least two (2) business days prior to the stated opt-   out date referred to in the relevant notification.   (d) In the event that the Trustee is notified by   the claims administrator that it has rejected a   claim, the Trustee will use reasonable efforts to   notify the Company thereof via its on-line J.P.   Morgan Access Class Action Reporting tool.   (e) The Company agrees that the Trustee’s   annual aggregate liability with respect to losses     





 







   Rabbi Trust-October 2012  Page 10   arising out of the Class Action Services (whether   for breach of contract, tort, or otherwise, but   excluding losses caused by fraud on the part of   the Trustee) that may be incurred during any   calendar year shall not exceed USD 100,000 and   that this shall be the Company’s and the Serviced   Accounts’ exclusive remedy.  No action,   regardless of form, arising out of or pertaining to   the Additional Services may be brought more than   six years after the cause of action has accrued.   10. Records; Annual Account   The Trustee shall maintain appropriate records   pertaining to administration of the Trust and the   Trust Fund and any other records that the   Company requests and which the Trustee agrees   to maintain.  At any time during the Trustee’s   normal business hours, the Company or any   person designated by the Company may audit   and inspect the accounts, books and records of   the Trustee maintained in connection with the   Trust Fund.  Within 90 days following the close of   each fiscal year of the Trust and within 90 days   following the effective date of the removal or   resignation of the Trustee or termination of the   Trust, the Trustee shall file with the Company a   written accounting of all Trust Fund transactions   since the most recent report was filed.  The   Company may approve this accounting by giving   written notice of approval to the Trustee.  The   Company will be deemed to have approved any   accounting to which it has not objected by giving   the Trustee written notice of its objection within 90   days after receiving the accounting.  If the   Company approves the accounting in writing (or   fails to object, in writing, within 90 days after   receiving the accounting), the Trustee shall be   released and discharged as to all items, matters   and things included in that accounting (except as   to any item, matter or thing that (i) is attributable   to the Trustee's gross negligence, fraud, criminal   violation, or willful misconduct, or (ii) could not   have been discovered by a reasonably diligent   review of the accounting).  The Trustee also may   have its accounts settled by judicial proceedings.    In such event, only the Trustee and the Company   shall be necessary parties although the Trustee,   in its discretion, may join as defendants any other   person or persons who may have or claim an   interest in the Trust Fund.  Except as otherwise   provided by applicable law, only the Company   may require the Trustee to prepare an accounting   under this Section or may institute an action or   proceeding against the Trustee with respect to   any accounting delivered under this Section.      11. Responsibility of Trustee   (a) The Trustee shall exercise reasonable   care in performing its duties and obligations under   this Agreement.   (b) The Trustee shall not be required to   defend any suit or other action against the Trust   Fund unless it holds assets in the Trust Fund   sufficient for, or has been indemnified to its   satisfaction for, its reasonable counsel fees, costs,   disbursements and all other reasonable   associated expenses and liabilities to which it   may, in its judgment, be subjected on account of   that suit or other action.  The Trustee may seek   reimbursement for such expenses from the   Company as described in Section 13(a) or may   apply any asset of the Trust Fund to meet those   expenses and liabilities.   (c) The Trustee has the right, but not the   obligation, to consult with counsel of its own   choosing, who also may be counsel for the   Trustee or the Company, and to act or decline to   act in accordance with such counsel’s advice.    The Trustee may also act or decline to act in   accordance with the opinion or determination of   the Company’s auditor with respect to matters   within the authority of the auditor.  To the extent   permitted by law, the Trustee shall have no   Liability in any respect for any action taken,   suffered or omitted in good faith by the Trustee   either in accordance with the advice of counsel   chosen by the Trustee, or in accordance with any   opinion of counsel to the Company addressed and   delivered to the Trustee, or in accordance with the   opinion or determination of the Company’s   auditor.   (d) The Trustee may use third party delivery   services and providers of information regarding   matters such as pricing, proxy voting, Corporate   Actions and class action litigation and use local   agents to provide extraordinary services such as   attendance at annual meetings of issuers of   securities or other property).  Provided that the   Trustee satisfies the applicable standard of care   under Section 11(a) of this Agreement in the   selection and retention of such third party   providers and local agents, it will not be   responsible for any errors or omissions made by   them in providing the relevant information or   services.   (e) The Trustee may hire agents,   accountants, actuaries, investment advisors,     





 







   Rabbi Trust-October 2012  Page 11   financial consultants or other professionals to   assist it in performing any of its duties or   obligations hereunder.  The Trustee shall not be   liable for any acts or omissions of any such   person provided that the Trustee selects and   supervises that person in accordance with the   standard of care set forth in Section 11(a) of this   Agreement.   (f) Subject to the terms of this Agreement,   the Trustee shall have, without exclusion, all   powers conferred on trustees by applicable law,   unless expressly provided otherwise herein,   provided, however, that if the Trustee agrees to   hold an insurance policy as an asset of the Trust,   the Trustee shall have no responsibility to review   the policy or the creditworthiness of the issuer   thereof at any time or from time to time or to   determine the amount of premium to be paid, and   no power to name a beneficiary of the policy other   than the Trust, to assign the policy (as distinct   from conversion of the policy to a different form)   other than to a successor Trustee, or to loan to   any person the proceeds of any borrowing against   such policy.  The Company may make premium   payments directly to the insurance carrier with   respect to any insurance policy held as an asset   of the Trust.  Neither the Company nor the   Trustee shall be responsible for any insurance   company’s failure to make payments provided by   an insurance contract, or for the action of any   person which may delay payment or render a   contract null and void or unenforceable in whole   or in part.   (g) Each direction, notice, request, or   approval by the Company (whether or not certified   to the Trustee in writing) shall constitute a   certification by the Company to the Trustee that   such direction conforms with the Plan(s) and   applicable law.   (h) The Trustee shall not be under any duty   to require payment of any contributions to the   Trust, or to see that any payment made to it is   computed in accordance with the provisions of the   Plan(s), or otherwise be responsible for the   adequacy of the Trust to meet and discharge any   liabilities under the Plan(s).   (i) Notwithstanding any powers granted to   the Trustee pursuant to this Agreement or to   applicable law, the Trustee shall not have any   power that could give this Trust the objective of   carrying on a business and dividing the gains   therefrom, within the meaning of section   301.7701-2 of the Procedure and Administrative   Regulations promulgated pursuant to the Code.   (j) Unless otherwise specifically required by   this Agreement, directives, instructions and other   communications under this Agreement or relating   to the Trust Fund (including, without limitation,   instructions regarding the investments of the Trust   Fund and directions to make benefit payments   and other disbursements) must be provided in   writing or by telex, fax or facsimile transmission,   bank wire or other teleprocess or electronic or   trade information system acceptable to the   Trustee.   (k) “Security Procedure” means security   procedures to be followed by the Company upon   the issuance of an instruction and/or by the Trustee   upon the receipt of an instruction, so as to enable   the Trustee to verify that such instruction is   authorized, as set forth in service level   documentation in effect from time to time between   the parties with respect to the services set forth in   this Agreement, or as otherwise agreed in writing   by the parties.  A Security Procedure may, without   limitation, involve the use of algorithms, codes,   passwords, encryption or telephone call backs, and   may be updated by the Trustee from time to time   upon notice to the Company. The Company   acknowledges that Security Procedures are   designed to verify the authenticity of, and not detect   errors in, instructions. For the avoidance of doubt,   the parties agree that a SWIFT message issued in   the name of the Trust through any third party utility   agreed upon by the parties as being a method for   providing instructions and authenticated in   accordance with that utility’s customary   procedures, shall be deemed to be an authorized   instruction.   (l) The duties and obligations of the Trustee   shall be limited to those expressly imposed upon it   by this Agreement or subsequently agreed upon   by the parties in writing, notwithstanding any   reference herein to the Plan(s), or to the   provisions thereof, it being expressly agreed that   the Trustee is not a party to the Plan(s).  The   Trustee has no responsibility for the application of   the terms or administration of the Plan(s),   including, without limitation, the determination of   matters relating to the eligibility of any employee   to become a participant or remain a participant,   the amount of benefit which a participant or   beneficiary is entitled to receive, whether a   distribution to a participant or beneficiary is   appropriate, or the size and type of any insurance   policy to be purchased from any insurer for any   participant; the Company has these   responsibilities under the Plan(s).     





 







   Rabbi Trust-October 2012  Page 12   12. Indemnification   (a) The Company shall indemnify and hold   harmless the Trustee, its affiliates, and their   respective nominees, directors, officers,   employees and agents (each a “Trustee   Indemnified Person”) from and against any and   all Liability to which any Trustee Indemnified   Person may be subjected as a result of this   Agreement or the Trustee’s performance of   services hereunder,  except to the extent due to   the Trustee’s fraud, negligence or willful   misconduct in performing its duties as set out in   this Agreement.  Nevertheless, under no   circumstances will the Company be liable for any   indirect, incidental, consequential or special   damages (including, without limitation, lost profits)   of any form incurred by the Trustee, whether or   not foreseeable and regardless of the type of   action in which such a claim may be brought, with   respect to the Accounts or the Company’s   performance under this Agreement;   notwithstanding the foregoing, the Company shall   indemnify the Trustee for any indirect, incidental,   consequential or special damages claimed or   asserted by third parties against the Trustee.     (b) Subject to all limitations of liability   contained in this Agreement, including the   exclusion of liability for consequential damages   contained in the next sentence, the Trustee shall   indemnify and hold harmless the Trust, the   Company, each of the their affiliates, and their   respective nominees, directors, officers,   employees and agents (each a “Company   Indemnified Person”) from and against any and   all Liability to which any Company Indemnified   Person may be subjected to the extent  resulting   from the Trustee’s fraud, negligence or willful   misconduct in performing its duties as set out in   this Agreement, provided, however, that the   Trustee shall have no liability or obligation to   indemnify any Company Indemnified Person for   any Liability arising from use of any report   provided hereunder for investment, cash flow   management or hedging decisions, and   provided further, that the Company Indemnified   Persons shall use all commercially reasonable   efforts to mitigate any Liability for which indemnity   is sought hereunder (provided, however, that   reasonable expenses incurred with respect to   such mitigation shall be Liabilities subject to   indemnification hereunder).  Nevertheless, under   no circumstances will the Trustee be liable for any   indirect, incidental, consequential or special   damages (including, without limitation, lost profits)   of any form incurred by any person or entity,   whether or not foreseeable and regardless of the   type of action in which such a claim may be   brought, with respect to the Accounts, the   Trustee’s performance under this Agreement, or   the Trustee’s role as trustee.     (c) The foregoing rights of indemnification   and contribution shall not supersede any common   law or equitable rights or remedies which may be   available.    (d) For purposes of this Agreement, “Liability”   or “Liabilities” means any liabilities, losses, claims,   costs, damages, penalties, fines, obligations,   taxes (other than taxes based solely on the   Trustee’s or Company’s income, as applicable) or   expenses of any kind whatsoever (including,   without limitation, reasonable attorneys’,   accountants’, consultants’ or experts’ fees and   disbursements).   (e) The provisions of this Section 12 shall   survive the termination of this Agreement.   13. Compensation and Expenses of the   Trustee   (a) The Trustee shall be paid such   reasonable compensation as shall from time to   time be agreed upon by the Company and the   Trustee.  Such compensation and all reasonable   and proper expenses of administration of the   Trust, (including, without limitation, counsel fees   and legal fees and tax or related fees incidental to   processing charged directly or indirectly by   governmental authorities, issuers, or their agents)   shall be withdrawn by the Trustee out of the Trust   Fund unless paid by the Company, but such   compensation and expenses shall be paid by the   Company if the same cannot by operation of law   be withdrawn from the Trust Fund.  All payments   under this Article 13 may be made from the Trust   Fund without approval of or instructions from the   Company in the event that the Company has not   paid the same or notified Trustee in writing of its   intent to pay by the billing period subsequent to   the charge.  If the Company disputes an invoice it   shall nevertheless pay, or allow the Trustee to   deduct on or before the date that payment is due,   such portion of the invoice that is not subject to a   bona fide dispute.  The Trustee shall be entitled,   as an additional part of its compensation under   this Agreement, to the earnings derived from use   of funds (“float”) that may be held (i) as   uninvested trust cash, (ii) with respect to failed   securities transactions or (iii) in demand deposit or   other non-interest bearing accounts established   for the payment of benefits or Plan disbursements     





 







   Rabbi Trust-October 2012  Page 13   or that are otherwise maintained for similar   purposes in administering the Trust Fund.  The   float period for (i) disbursements commences one   to five business days after a check for the   payment of such benefits or Plan disbursements   is mailed and ends on the date the check is   presented to the Trustee for payment; (ii) failed   securities transactions commences on the   contractual settlement date and ends on the date   the transaction is settled or cancelled at the   direction of the Investment Manager (or the   Company in the case of a Company directed   Account, as applicable); and (iii) uninvested cash   commences when such cash is received and ends   on the date such cash is invested pursuant to   instructions.   Rather, the Trustee invests funds   deposited in a variety of financial instruments   including but not limited to loans to customers and   investment securities.  Any remaining funds are   held at the Trustee’s account with the Federal   Reserve Bank, where such funds earn interest at   a rate determined from time to time by the Board   of Directors of the Federal Reserve Bank System.    With respect to non-US dollar accounts, where the   Trustee is a direct member of the local monetary   system, the Trustee may invest funds deposited in   a variety of financial instruments or may leave   funds on deposit with the local central bank,   where such funds earn interest in accordance with   local market practice.  Where the Trustee is not a   direct member of the local system, funds are held   at local sub custodian banks and, depending on   the market in question, the Trustee may earn   interest at rates offered by the sub custodian.   (b) The Trustee is authorized to advance   cash or securities to effect the orderly processing   and settlement of securities and other financial   market transactions and the distribution of funds   from the Trust in accordance with the Trustee’s   established settlement policies and procedures for   overdraft protection services.  The Trustee shall   be entitled to immediate repayment of any such   advanced funds plus the Trustee’s customary   overdraft charges and shall bear interest at the   applicable rate charged by the Trustee from time   to time.  Whenever such an advance is made, the   Trustee shall have a security interest in and a lien   on the securities or other property to the extent   and for the duration of such advance until repaid   and all the rights of a secured party under the   New York Uniform Commercial Code.  Except   with respect to real estate and deferred capital   contributions to investments in alternative assets,   securities or other property shall not be subject to   any encumbrance or security interest that has   priority over the security interest, lien and rights of   set off granted to the Trustee under this   Agreement over securities or other property, to   secure fees and charges in the ordinary course of   business (including costs of purchases of   securities or other property) or returned items and   charge backs in the ordinary course of business.    The Company undertakes that it will not create or   permit to subsist any such encumbrance or   security interest to the extent provided in this   Subsection (b) over such securities or other   property.  The Trust shall be deemed to be in   default with respect to any such overdraft upon   the occurrence of any event with respect to the   Company of the type specified in section   365(e)(1) of the U. S. Bankruptcy Code, as   amended from time to time.   (c) Without prejudice to the Trustee’s rights   under Applicable Law, the Trustee may set off   against any indebtedness any amount standing to   the credit of any of the Company’s or Trust Fund’s   accounts (whether deposit or otherwise) with any   Trustee branch or office or with any affiliate of the   Trustee.  For this purpose, the Trustee shall be   entitled to accelerate the maturity of any fixed term   deposits.   14. Resignation and Removal of Trustee   (a) The Trustee may resign at any time by   giving written notice to the Company at least 60   days before its effective date unless the Company   and the Trustee agree to reduce this period.   (b) Prior to or more than three years after a   Change in Control, and prior to or more than 180   days (or such longer period as provided in Section   1(f)) after a Potential Change in Control (if a   Change in Control has not occurred during such   period), the Company may remove the Trustee at   any time by giving written notice to the Trustee at   least 60 days before its effective date unless the   Company and the Trustee agree to reduce this   60-day period.   (c) Upon resignation or removal of the   Trustee and appointment of a successor Trustee,   the resigning or removed Trustee shall transfer   and deliver all assets to the successor trustee   after reserving such reasonable amount as it shall   deem necessary to provide for any expenses and   payments then chargeable against the Trust Fund   for which the Trust Fund may be liable, or for   payment of the retiring Trustee’s fees and   expenses in connection with the settlement of its   account or otherwise.  If the assets so withheld   shall be insufficient or excessive for such     





 







   Rabbi Trust-October 2012  Page 14   purposes, the retiring Trustee shall be entitled to   reimbursement for any deficiency out of the Trust   Fund from the successor the Trustee, or shall   deliver (within 90 days following the initial transfer   of assets to the successor trustee, provided that   there are no Liabilities to the Trustee outstanding   as of such date) the excess to the successor the   Trustee, as the case may be.     (d) If the Trustee resigns or is removed, a   successor shall be appointed, in accordance with   Section 15 hereof, by the effective date of   resignation or removal under paragraphs (a) or (b)   of this Section.  If no such appointment has been   made, the Trustee may apply to a court of   competent jurisdiction for appointment of a   successor or for instructions.  All expenses of the   Trustee in connection with the proceeding shall be   allowed as administrative expenses of the Trust.   15. Appointment of Successor   (a) If the Trustee resigns or is removed in   accordance with Section 14(a) or (b) hereof, the   Company may appoint as successor any third   party, such as a bank trust department or other   party that may have trustee powers under   applicable law.  The appointment of a successor   shall be effective when accepted in writing by the   new trustee, who shall have all of the rights and   powers of the former trustee, including ownership   rights in the Trust assets.  The former trustee shall   execute any instrument necessary or reasonably   requested by the Company or the successor   trustee to evidence the transfer.   (b) The successor trustee need not examine   the records and acts of any prior trustee, and may   retain or dispose of existing Trust assets, subject   to Sections 10 and 11 hereof.  The successor   trustee shall not be responsible for, and the   Company shall indemnify and defend the   successor trustee from, any claim or liability   resulting from any action or inaction of any prior   trustee or from any other past event or any   condition existing at the time it becomes   successor trustee.   (c) Any corporation into which the Trustee or   any successor corporate trustee hereunder may   be merged or with which it may be consolidated,   or any corporation resulting from any merger or   consolidation to which the Trustee or any   successor trustee may be a party, or any   corporation to which all or substantially all the   trust business of the Trustee or any successor   trustee may be transferred, shall thereupon   become and be the trustee of the Trust with the   same effect as though specifically so named and   without the filing of any instrument or performance   of any further act.   16. Amendment or Termination   (a) This Agreement may be amended by a   written instrument executed by the Trustee and   the Company prior to the occurrence of a Change   in Control or a Potential Change in Control or   more than 180 days (or such longer period   provided under Section 1(f)) after a Potential   Change in Control if the revocation procedures of   the last paragraph thereof are invoked and no   Change in Control has occurred within such   period.  This Trust Agreement may be amended   following a Change in Control, provided that such   amendment does not adversely affect the rights of   the participants and beneficiaries or is required by   applicable law, as determined by the Company.   (b) The Trust shall not terminate until the   date on which Plan participants and their   beneficiaries are no longer entitled to benefits   pursuant to the terms of the Plan(s).  Upon   termination of the Trust any assets remaining in   the Trust shall be returned to the Company.   17. Miscellaneous   (a) Any provision of this Agreement   prohibited by law shall be ineffective to the extent   of any such prohibition, without invalidating the   remaining provisions hereof.   (b) Benefits payable to Plan participants and   their beneficiaries under this Agreement may not   be anticipated, assigned (either at law or in   equity), alienated, pledged, encumbered or   subjected to attachment, garnishment, levy,   execution or other legal or equitable process.   (c) This Agreement shall be governed by and   construed in accordance with the laws of the State   of New York without regard to its choice of law   rules, except that the foregoing shall not reduce   any statutory right to choose New York law or   forum.  The United States District Court for the   Southern District of New York shall have the sole   and exclusive jurisdiction over any lawsuit or other   judicial proceeding relating to or arising from this   Agreement.  If that court lacks federal subject   matter jurisdiction, the Supreme Court of the State   of New York, New York County shall have sole   and exclusive jurisdiction.  Either of these courts   shall have proper venue for any such lawsuit or   judicial proceeding, and the parties waive any   objection to venue or their convenience as a   forum.  The parties agree to submit to the     





 







   Rabbi Trust-October 2012  Page 15   jurisdiction of any of the courts specified and to   accept service of process to vest personal   jurisdiction over them in any of these courts.  The   parties further hereby knowingly, voluntarily and   intentionally waive, to the fullest extent permitted   by applicable law, any right to a trial by jury with   respect to any such lawsuit or judicial proceeding   arising or relating to this Agreement or the   transactions contemplated hereby.  To the extent   that in any jurisdiction Company may now or   hereafter be entitled to claim, for itself or its   assets, immunity from suit, execution, attachment   (before or after judgment) or other legal process,   Company shall not claim, and it hereby   irrevocably waives, such immunity.     (d) The Company shall certify to the Trustee   the names and specimen signatures of those   persons entitled to act on behalf of the Company   or any Employer (in the form as provided by the   Trustee) (“Authorized Persons”).  Such   certificates will be conclusive proof of the authority   of those named until the Trustee is provided with   a subsequent certificate stating that such authority   is withdrawn.  The Trustee may rely upon any   instrument, certificate or document it reasonably   believes to be genuine and to have been signed   or presented by an Authorized Person.  The   Trustee shall not be required to inquire into or to   determine the validity of the Plan(s), this   Agreement or any other document, instruction or   authorization which it believes to be genuine, or   the proper execution or adoption by the Company   of any of the foregoing.   (e) The Company, or its designated agent,   are responsible for the timely and accurate   provision of any necessary information to the   Trustee to enable the Trustee to perform its duties   hereunder, including, but not limited to information   relating to distributions to participants and   beneficiaries.  The Trustee shall not be   responsible for the completeness and accuracy of   the material and information provided to it under   this Agreement.   (f) The Trustee will maintain and update from   time to time business continuation and disaster   recovery procedures with respect to its directed   trustee business that it determines from time to   time meet reasonable commercial standards.  The   Trustee will have no liability, however, for any   damage, loss, expense or liability of any nature   that any Person may suffer or incur, caused by an   act of God, fire, flood, civil or labor disturbance,   war, terrorism, act of any governmental authority   or other act or threat of any authority (de jure or   de facto), legal constraint, fraud or forgery (other   than on the part of the Trustee or its employees),   malfunction of equipment or software (except   where such malfunction is primarily and directly   attributable to the Trustee’s negligence in   maintaining the equipment or software), failure of   or the effect of rules or operations of any external   funds transfer system, inability to obtain or   interruption of external communications facilities,   or any other cause beyond the reasonable control   of the Trustee (including without limitation, the   non-availability of appropriate foreign exchange).   (g) Only the Company and the Trustee are   necessary parties to any action arising under or in   connection with this Agreement and notice of any   action need not be given to any participant,   beneficiary or other person claiming an interest in   the Trust Fund.  However, the Trustee or the   Company may join as a defendant any participant,   beneficiary or other person claiming an interest in   the Trust Fund.  Any judgment entered or   settlement reached on any matter affecting the   Trust Fund will be conclusive upon all persons   claiming an interest in the Trust Fund, whether or   not they were notified of or joined as a party to the   action.   (h) With respect to Securities and Exchange   Commission Rule 14b-2 under the U.S.   Shareholder Communications Act, regarding   disclosure of beneficial owners to issuers of   securities, Trustee is instructed not to disclose the   name, address or security positions of the Trust in   response to shareholder communications   requests regarding the Account.   (i) If the Company has agreed to access   information concerning the Trust Fund through the   Trustee’s Internet site, the Trustee may make any   notifications required under this Agreement, other   than notifications pursuant to Section 14, by   posting it on the Internet site.  Any notices given   under Section 14 of this Agreement shall be sent   or served by registered mail, nationally recognized   delivery services, such as Federal Express   (FedEx) or United Parcel Service (UPS), etc.,   courier services or hand delivery to the address of   the respective parties as set out on the signature   page of this Agreement, unless notice of a new   address is given to the other party in writing.    Each party to this Agreement shall notify all other   parties of any change in its address in the manner   provided in this Section.   (j) Access by the Company and any   Investment Manager to certain applications or   products of the Trustee via the Trustee’s web site     





 







   Rabbi Trust-October 2012  Page 16   or otherwise shall be governed by this Agreement   and the terms and conditions set forth in Exhibit E.   (k) (i)  Subject to Subsection (k)(ii) the   Trustee will hold all Confidential Information, as   defined in Subsection (k)(iv) in confidence and will   not disclose any Confidential Information except   as may be required by Applicable Law, a regulator   with jurisdiction over the Trustee’s business, or   with the consent of the Company.   (ii) The Company authorizes the Trustee to   disclose Confidential Information to:   (A) any subcustodian, subcontractor, agent,   Securities Depository, securities exchange,   broker, third party agent, proxy solicitor, issuer, or   any other person that the Trustee believes it is   reasonably required in connection with the   Trustee’s provision of relevant services under this   Agreement;   (B) its professional advisors, auditors or   public accountants;   (C) its affiliates; and   (D) any revenue authority or any   governmental entity in relation to the processing   of any tax relief claim and, in the event the   Trustee is providing benefit payment services   pursuant to Schedule B, distribution of benefits to   participants and beneficiaries.   (iii) Except as otherwise required by   Applicable Law or as needed to enforce the terms   of this Agreement, the parties shall hold the terms   and conditions including, without limitation, any   commercial terms, of this Agreement in   confidence.   (iv) “Confidential Information” means and   includes all nonpublic information concerning the   Company, the Trust Fund or the participants and   beneficiaries which the Trustee receives in the   course of providing services under this   Agreement.  Nevertheless, the term Confidential   Information shall not include information which is   or becomes available to the general public by   means other than the Trustee’s breach of the   terms of this Agreement or information which the   Trustee obtains on a nonconfidential basis from a   person who is not known to be subject to any   obligation of confidence to any person with   respect to that information.   (l) Section 326 of the Uniting and   Strengthening America by Providing Appropriate   Tools Required to Intercept and Obstruct   Terrorism Act of 2001 (“USA PATRIOT Act”)   requires the Trustee to implement reasonable   procedures to verify the identity of any person that   opens a new account with it.  Accordingly, the   Company acknowledges that Section 326 of the   USA PATRIOT Act and the Trustee’s identity   verification procedures require the Trustee to   obtain information which may be used to confirm   the Company's identity including without limitation   the Company's name, address and organizational   documents (“identifying information”).  The   Company may also be asked to provide   information about its financial status such as its   current audited and unaudited financial   statements.  The Company agrees to provide the   Trustee with and consents to the Trustee   obtaining from third parties any such identifying   and financial information required as a condition   of opening an account with or using any service   provided by the Trustee.                                





 







    





 







   Rabbi Trust-October 2012  Page 18   EXHIBITS AND SCHEDULES         EXHIBIT A List of Plans Covered by this Agreement         The following plans are each a “Plan” for purposes of this Agreement.      Supplemental Retirement Plan for Executive of Carpenter Technology Corporation effective December   13, 1979, subject to any approved amendments or restatements      Officers’ Supplemental Retirement Plan of Carpenter Technology Corporation effective January 1, 1983,   subject to any approved amendments or restatements      Benefit Equalization Plan of Carpenter Technology Corporation effective January 1, 1983, subject to any   approved amendments or restatements      Earnings Adjustment Plan of Carpenter Technology Corporation effective January 1, 1989, subject to any   approved amendments or restatements      Carpenter Technology Corporation Deferred Compensation Plan for Non-Management Directors effective   January 1, 1995, subject to any approved amendments or restatements                       





 







   Rabbi Trust-October 2012  Page 17   EXHIBIT B Secretary’s Certificate   [COMPANY]      Secretary’s Certificate      The undersigned does hereby certify that he/she is the duly elected and qualified Secretary of [Company]   (the “Company”).   I further certify that the following is a true copy of resolutions duly adopted by the governing body   (“Board”) of the Company:   WHEREAS, the Company sponsors one or more non-qualified deferred compensation   plans and desire to establish a trust (the “Trust”); and   WHEREAS, the Company has previously appointed JPMorgan Chase Bank, N.A. (“J.P.   Morgan”) as trustee for the Trust; and   WHEREAS, the Company and JPMorgan desire to adopt an updated form of trust   agreement; and   WHEREAS, the Board has reviewed a form of trust agreement (together with the   exhibits, schedules and ancillary documents) provided by JPMorgan Chase Bank, N.A.   (“J.P. Morgan”) between the Company and J.P. Morgan as referred to therein.  The form   of trust agreement had been reviewed by an officer of the Company, and the indemnities   given to J.P. Morgan in the trust agreement were noted.  The Board considered the form   of the trust agreement.   NOW, THEREFORE, IT IS RESOLVED that the Board hereby approves the Company’s   amendment and restatement of the provisions of the Trust in the form of trust agreement   (together with the exhibits, schedules and ancillary documents) completed in the manner   and form presented to the Board.   I further certify that the individuals whose names, titles and specimen signatures appear below are duly   elected, qualified and acting officers of the Company holding the positions set forth opposite their names,   that their signatures as set forth below are true and genuine and that they have been duly authorized by   the Board, in accordance with our By-Laws, to execute the trust agreement, tax documents and any   related documentation with respect to our trust account(s) with J.P. Morgan.   Name  Title  Signature                                  IN WITNESS WHEREOF, I have subscribed my name this ________ day of ____________________,   20______.                             Secretary      (Affix Seal)      OR       Organization has no Seal            





 







   Rabbi Trust-October 2012  Page 18   EXHIBIT C Benefit Payment Services to be Provided by the Trustee          Issue monthly annuity and lump sum payments either by check or electronic funds transfer (EFT)    Produce and mail advices for all EFT payments (unless otherwise directed)    Notify Company regarding all outstanding payments over 90 days     Supply monthly reporting through InfoWeb    Supply check photocopies     In the event of a forged endorsement, make a payment demand for the amount of the item on any   honoring bank (and furnish such bank with appropriate documentation for the payment demand).    Trustee shall not be required to undertake any recovery litigation.    Process levies, wage garnishments and other withholding orders as directed the Company.     Notify the Company of any levy or other withholding order received directly and comply with the   same, as directed by the Company.     As directed by the Company, contest any levy or other withholding order upon the Company’s   agreement to indemnify Trustee for its reasonable fees and expenses (including reasonable   attorneys’ fees) which it may incur in contesting such levy or other withholding order.     Make available semi-annual SAS70 or SSAE16 independent auditor controls report, as applicable    Provide electronic access to plan sponsor and participant applications as listed in Schedule 1 to   Exhibit E                        





 







   Rabbi Trust-October 2012  Page 19   EXHIBIT D Information to be Provided for Benefit Payment Services         Information to be Provided by the Company or Administrator       All payee information and payment direction including:    Adds, changes and terminations    Stop and reissue requests    Photocopy requests    Authorized signature cards    Completed Security Administrator Form    Completed user access application forms, as required    Funding is required to the custody account at least five business days prior to the benefit   payment date or such other date as is notified to the Company or Administrator.      Information to be Provided by Trustee       Cut-off times-As set forth in Trustee’s monthly processing calendar provided to the Company               





 







   Rabbi Trust-October 2012  Page 20      EXHIBIT E Electronic Access   1. The Trustee may permit the Company and its Authorized Persons to access certain electronic   systems, applications and Data (as defined below) in connection with the Agreement (collectively, the   “Products”).  The Trustee may, from time to time, introduce new features to the Products or otherwise   modify or delete existing features of the Products in its sole discretion.  The Trustee shall endeavor to   give the Company reasonable notice of its termination or suspension of access to the Products, but may   do so immediately if the Trustee determines, in its sole discretion, that providing access to the Products   would violate applicable law or that the security or integrity of the Products is at risk. Access to the   Products shall be subject to the Security Procedures.   2. In consideration of the fees paid by the Company or the Trust Fund to The Trustee and subject to   any applicable software license addendum in relation to Trustee-owned or sublicensed software provided   for a particular application and applicable law, the Trustee grants to the Company a non-exclusive, non-   transferable, limited and revocable license to use the Products and the information and data made   available through the Products (the “Data”) for the Company’s and the Trust Fund’s internal business use   only. The Company may download the Data and print out hard copies for its reference, provided that it   does not remove any copyright or other notices contained therein.  The license granted herein will permit   use by Company’s Authorized Persons, provided that such use shall be in compliance with the   Agreement, including this Exhibit.   3. The Company acknowledges that there are security, corruption, transaction error and access   availability risks associated with using open networks such as the Internet, and the Company hereby   expressly assumes such risks.  The Company is solely responsible for obtaining, maintaining and   operating all software (including antivirus software, anti-spyware software, and other Internet security   software) and personnel necessary for the Company’s systems, services, and equipment to access and   use the Products. All such software must be interoperable with the Trustee’s software.  Each of the   Company and the Trustee shall be responsible for the proper functioning, maintenance and security of its   own systems, services, software and other equipment.   4. In cases where the Trustee’s web site is unexpectedly down or otherwise unavailable, the   Trustee shall, absent a force majeure event, provide other appropriate means for the Company or its   Authorized Persons to instruct the Trustee or obtain reports from the Trustee.  The Trustee shall not be   liable for any Liabilities arising out of the Company’s use of, access to or inability to use the Products via   the Trustee’s web site in the absence of the Trustee’s gross negligence or willful misconduct.   5. Use of the Products may be monitored, tracked, and recorded.  In using the Products, the   Company hereby expressly consents to such monitoring, tracking, and recording.  Individuals and   organizations should have no expectation of privacy unless local law, regulation, or contract provides   otherwise.  The Trustee shall own all right, title and interest in the data reflecting Company usage of the   Products or the Trustee’s web site (including, but not limited to, general usage data and aggregated   transaction data).  The Trustee may use and sublicense data obtained by it regarding the Company’s use   of the Products or the Trustee’s website, as long as the Trustee does not disclose to others that the   Company was the source of such data or the details of individual transactions effected using the Products   or web site.   6. The Company shall not knowingly use the Products to transmit (i) any virus, worm, or destructive   element or any programs or data that may be reasonably expected to interfere with or disrupt the   Products or servers connected to the Products; (ii) material that violates the rights of another, including   but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or   unsolicited mass distribution of e-mail.   7. The Company shall promptly and accurately designate in writing to the Trustee the geographic   location of its users upon written request.  The Company further represents and warrants to the Trustee   that the Company shall not access the service from any jurisdiction which the Trustee informs the   Company or where the Company has actual knowledge that the service is not authorized for use due to   local regulations or laws, including applicable software export rules and regulations.  Prior to submitting   any document which designates the persons authorized to act on the Company’s behalf, the Company     





 







   Rabbi Trust-October 2012  Page 21   shall obtain from each individual referred to in such document all necessary consents to enable the   Trustee to process the data set out therein for the purposes of providing the Products.   8. The Company will be subject to and shall comply with all applicable laws, rules and regulations   concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively,   the “Privacy Regulations”).  The Privacy Regulations may include, as applicable, the Federal “Privacy of   Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued   pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health   and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act   1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the   protection of individuals with regard to processing of personal data and the free movement of such data.    9. The Company shall be responsible for the compliance of its Authorized Persons with the terms of   the Agreement, including this Exhibit.         





 







   Rabbi Trust-October 2012  Page 22   SCHEDULE 1 Class Action Scope of Services      The following table shows the markets and types of Class Actions for which the Trustee will provide the   Services.                                         MARKET SETTLED / NOT   SETTLED   INSTRUCTION   REQUIRED TO   PARTICIPATE   U.S.A. Settled N   CANADA Settled N   NETHERLANDS Settled N     





 







   Rabbi Trust-October 2012  Page 23   SCHEDULE 2 List of Accounts to be Excluded From this Securities Class Action Services:         ACCOUNT NAME ACCOUNT NUMBER