Common use of Deferred Compensation Account Clause in Contracts

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his her beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his her beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his her beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his her beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his her beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments As of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. HoweverEffective Date, the Employer Company shall not establish on the books of the Company in the name of Officer an account to which shall be required credited an amount equal to segregate or earmark any ten percent (10%) of its assets Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation ”) earned for the benefit of period which begins January 1, 2008 and ends on the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipationfollowing December 31, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary2008 (a “ Plan Year ”), and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust each Plan Year thereafter (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the general creditors end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the Employer annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the event Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the Employer's bankruptcy or insolvencyportion of such Plan Year during which Officer was a participant in the Plan, and neither (b) that amount of Officer’s Eligible Compensation related to the Employee nor any beneficiary Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall have any preferred claim or rightbe credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or any beneficial ownership interest inits designee, any such assets of in the Trust Committee’s or its designee’s sole discretion, prior to the time such assets are paid beginning of each Plan Year, but shall generally be equivalent to the Employee or beneficiary pursuant to this Agreement“expected return on assets” under the Trinity Standard Pension Plan. The Employer Once established, the Interest Equivalent Rate shall credit to said Deferred Compensation Account remain the amount same for the entire Plan Year. At the end of any salary to which each calendar month, the Employee becomes entitled and which is balance in the Officer’s deferred pursuant to Section 1 hereof, such amount to be credited compensation account as of the first business day of each monthimmediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The Employer resulting interest amount shall also credit then be credited to said Deferred Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Account Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the amount and Plan, his/her participation in the Plan shall continue in like manner set forth in Section 3 hereoffor each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. Section 2.1 The Employer Participant shall maintain on its books and records a hereinafter be entitled to designate for deferral up to ten percent (10%) of the Participant's base salary for services rendered after the execution of this Agreement. Such deferred salary shall be credited to the Deferred Compensation Account. Section 2.2 The Corporation agrees to contribute to the deferred Compensation Account an amount equal to fifty percent (50%) of the Participant's Deferred Compensation contribution, subject to the investing provisions set forth in Article III hereof. Corporate Contributions shall be credited to the Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid as the Participant's Contributions are credited to the Employee or his beneficiary pursuant Deferred Compensation Account. Section 2.3 All funds credited to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available increased by an amount equal to the Employer's general creditors. The amount reflected in said interest that would have been earned on funds represented by the Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors credited monthly on the last day of each month (based on each month's average of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets Prime Interest Rate of the Employer. First Wisconsin National Bank of Milwaukee applied to the average Deferred Compensation account balance each month). Section 3.1 The Employee right of the Participant or his beneficiary shall have only a contractual right against any other person to payment of deferred compensation from funds credited to the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish as a grantor trust (hereinafter the "Trust") within the meaning of Section 671 result of the Internal Revenue Code Corporation's contributions, and increased on that portion of 1986the Deferred Compensation Account created by the Corporation's contribution pursuant to Article II, as amended. The assets in such Trust shall at all times be Section 2.2 are subject to the claims vesting provisions of this Article. Section 3.2 While the Corporation's contributions shall be credited to the Deferred Compensation account as shall the interest factor thereon, such contributions and the interest factor thereon shall not begin vesting until this Agreement has been in full force and effect for two (2) continuous years without suspension of the general creditors Participant from the Plan as herein provided for. Section 3.3 The Participant's right to the attainment of that portion of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited represented by Corporation's contributions shall vest as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.follows:

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his her beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his her beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his her beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his her beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his her beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment transfer or garnishment assignment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, transfer or assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditorsAccount. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment transfer or garnishment assignment by creditors of the Employee or his beneficiary, and any 19 -3- attempt to anticipate, alienate, transfer, transfer or assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditorsAccount. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his [her] beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his [her] beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his [her] beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his [her] beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his [her] beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments As of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. HoweverEffective Date, the Employer Company shall not establish on the books of the Company in the name of Officer an account to which shall be required credited an amount equal to segregate or earmark any ten percent (10%) of its assets Officer’s combined annual base salary and annual incentive compensation (“Eligible Compensation”) earned for the benefit of period which begins January 1, 2008 and ends on the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipationfollowing December 31, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary2008 (a “Plan Year”), and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust each Plan Year thereafter (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the general creditors end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the Employer annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the event Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the Employer's bankruptcy or insolvencyportion of such Plan Year during which Officer was a participant in the Plan, and neither (b) that amount of Officer’s Eligible Compensation related to the Employee nor any beneficiary Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall have any preferred claim or rightbe credited on a monthly basis with interest (“Interest Equivalent Rate”). The Interest Equivalent Rate shall be established by the Committee, or any beneficial ownership interest inits designee, any such assets of in the Trust Committee’s or its designee’s sole discretion, prior to the time such assets are paid beginning of each Plan Year, but shall generally be equivalent to the Employee or beneficiary pursuant to this Agreement“expected return on assets” under the Trinity Standard Pension Plan. The Employer Once established, the Interest Equivalent Rate shall credit to said Deferred Compensation Account remain the amount same for the entire Plan Year. At the end of any salary to which each calendar month, the Employee becomes entitled and which is balance in the Officer’s deferred pursuant to Section 1 hereof, such amount to be credited compensation account as of the first business day of each monthimmediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The Employer resulting interest amount shall also credit then be credited to said Deferred Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Account Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the amount and Plan, his/her participation in the Plan shall continue in like manner set forth in Section 3 hereoffor each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. (a) The Employer Corporation shall maintain on its books and records credit the amounts described in the preceding paragraph to a book reserve (the "Deferred Compensation Account") established for this purpose. (b) All funds credited to the Deferred Compensation Account may be kept in cash or invested and reinvested in mutual funds, stocks, bonds, securities or any other assets as may be selected by the Corporation in its discretion until the Employee provides to record its liability for future payments the Corporation written direction of deferred compensation and interest thereon required investment. The Employee may provide such written direction no more frequently than quarter-annually; provided, however, that the Employee may not direct the Corporation to invest Deferred Compensation Account amounts in the debt or equity of the Corporation or in any assets in which the Corporation, in the opinion of counsel, reasonably may not invest. In the exercise of the foregoing discretionary investment powers, the Corporation may engage investment counsel and, if it so desires, may delegate to such counsel full or limited authority to select the assets in which the Deferred Compensation Account funds are to be paid to invested. (c) All appreciation, depreciation, income, loss and expenses on the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available increase or decrease, as appropriate, such Deferred Compensation Account. The Corporation shall account at least annually to the Employee to reflect all activity in the Deferred Compensation Account for the Employer's general corporate purposes preceding period. (d) The Employee assumes all risk in connection with any investment of the Deferred Compensation Account. (e) Title to and shall be available to beneficial ownership of all assets held in the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer remain in the event of the Employer's bankruptcy or insolvency, Corporation and neither the Employee nor any beneficiary shall not have any preferred claim or right, or any beneficial ownership property interest in, any such assets of whatsoever in the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereofAccount.

Deferred Compensation Account. The Employer (a) Echlin shall maintain on its books and records establish a Deferred Compensation Account for each Participant which shall be credited with an amount equal to record its liability for future payments one hundred percent of deferred compensation and interest thereon required to be paid the Deferred Compensation as of the end of the month in which such Deferred Compensation would have otherwise been payable to the Employee Participant. (b) Echlin shall maintain the Deferred Compensation Account as if Echlin had invested the Deferred Compensation on the first business day after such Deferred Compensation was credited to the Account. (i) As of the end of each calendar year, Echlin shall credit the Deferred Compensation Account with an amount obtained by multiplying the amount of said Account by the greater of (i) the Commercial Paper Average Interest Rate, or his beneficiary pursuant to this Agreement. However(ii) a fraction, the Employer numerator of which is the Net Earnings and the denominator being the Total Assets, both as of the end of the preceding fiscal year. Amounts deferred during the calendar year shall not be required included in such computation only for the number of full months in which such deferrals were a part of the Account. The amounts so credited will then become a part of the Account Fund in the Participant's Deferred Compensation Account. (ii) All amounts credited to segregate or earmark any of its assets for the Participant's Deferred Compensation Account shall immediately vest to the benefit of the Employee or his beneficiary. Participant. (iii) Title to and beneficial ownership of the Account Fund shall at all times remain in Echlin and the Participant shall not have any property interest whatsoever in any specific assets of Echlin. (iv) The amount reflected in said value of the Deferred Compensation Account shall be available for determined in accordance with this Section 3. On or before March 31 of each year, Echlin shall notify the Employer's general corporate purposes and shall be available to Participant in writing of the Employer's general creditors. The amount reflected in said value of his or her Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereofpreceding December 31.