Common use of Establishment of Trust Clause in Contracts

Establishment of Trust. (a) The Company hereby deposits with the Trustee and Trust the sum of $10.00, which will become the principal of the trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined 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, 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 general creditors as hereinafter set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership in, any assets of the Trust. Any rights created under the Plans and this Trust 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. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant or beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. (a) The Company hereby deposits with has caused the Former Trustee and to transfer all assets held in the Trust to the sum of $10.00Trustee, which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Prior to the satisfaction of all Plan liabilities, and except as noted in Sections 3 and 4 below, the Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereincontinues to be irrevocable. (c) The Trust is intended to continue to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, I subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, 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 their beneficiaries under the Plans and general creditors as hereinafter 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 Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan the participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property (including without limitation Company Shares, as hereinafter defined) in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant or beneficiary under the Plans shall have any right to compel such additional deposits. Notwithstanding the foregoing, the Company shall, no later than the date of a Change in Control or Failure to Pay, as defined in clause (ii) of the definition of that term, and on each of the first and second anniversaries of that date, make a contribution to the Trust in an amount equal to the difference, if any, between (i) 100% of the vested liabilities under the Plans and (ii) the value of the Trust assets. Trustee and the participants and beneficiaries under the Plans shall have the power to enforce the Company’s contribution obligation following a Change in Control or Failure to Pay, as defined in clause (ii) of the definition of that term.

Establishment of Trust. (a) 1.1 The Company hereby deposits with the Trustee and Trust the sum of in trust ten dollars ($10.00), which will become which, together with subsequent contributions made or to be made by the Company, constitute the principal of the trust Trust to be held, administered and disposed of by the Trustee in accordance with the terms of the Plan and as provided in this Trust Agreement. (b) 1.2 The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (c) 1.3 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, and shall be construed accordingly. (d) 1.4 The principal of the Trust, and any earnings thereon, thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the participants in the Caesars Plans, the participants in the ESSPs and the participants in the DCP whose DCP benefits are not subject to the Escrow Agreement (collectively, the “Plan participants Participants”) and the general creditors of the Company, as hereinafter set forthforth herein. Plan participants 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 Plans and this Trust 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 ’s general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) 3.1 herein. (e) 1.5 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in the Plans and this Trust Agreement. Neither the Trustee nor any plan participant Plan Participant or beneficiary shall have any right to compel such additional deposits. 1.6 Upon a “Change of Control” (as defined in the ESSPs and the DCP), the Company shall, as soon as possible, but in no event longer than 90 days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan Participant or beneficiary the benefits to which Plan Participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date on which the Change of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with Trustee in trust such rights under the stock option agreement between Company and Trustee and attached hereto as Exhibit I (the "Initial Trust the sum of $10.00Options"), which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The parties intend that the Trust will be an independent legal entity. The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (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, 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 2 and purposes of Plan participants Participants and general creditors as hereinafter herein set forth. Plan participants and their beneficiaries Participants shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries Participants against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in stock option agreements between Company and Trustee (the "Subsequent Trust Options" and, together with the Trustee to Initial Trust Options, the "Trust Options"), which shall augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant or beneficiary Participant shall have any right to compel such additional deposits.

Establishment of Trust. (a) The Company Corporation hereby deposits with the Trustee in trust four hundred, fifty thousand, five dollars and Trust the sum of forty cents ($10.00450,005.40) , which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company Corporation is the grantor, within the meaning of subpart Subpart E, part Part I, subchapter Subchapter J, chapter Chapter 1, subtitle Subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings thereon, thereon shall be held separate and apart from other funds of the Company Corporation and shall be used exclusively for the uses and purposes specified in the Deferral Agreement, subject to the claims of Plan participants and the Corporation's general creditors as hereinafter herein set forth. Plan participants Executive and their his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Deferral Agreement and this Trust Agreement shall be mere unsecured contractual rights of Plan participants Executive and their his beneficiaries against the CompanyCorporation. Any assets held by the Trust will be subject to the claims of the CompanyCorporation's general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, Corporation shall make additional deposits of cash or other property in Trust trust with Trustee in accordance with the Trustee terms of the Deferral Agreement to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor Executive or any plan participant or beneficiary of his beneficiaries shall have any right to compel such additional deposits, except as may be required by the terms of the Deferral Agreement.

Establishment of Trust. (a) The Company hereby deposits with Trustee in trust cash or shares of common stock ("Common Stock") of the Trustee and Trust the sum of $10.00, Company which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, ; it shall become irrevocable upon the occurrence of a Change of in Control (as defined hereinin the Plan). (c) The Trust 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, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon, 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 the general creditors of the Company as hereinafter 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 Plans Plan and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property (including, but not limited to, Common Stock) in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan Plan participant or beneficiary shall have any right to compel such additional deposits. (f) Upon a Change in Control (as defined under the Plan), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% of the amount necessary to pay each Plan participant or beneficiary the benefits to which participants or their beneficiaries would have accrued pursuant to the terms of the Plan which, as of the date on which the Change in Control occurred, provide for funding of the Trust (or if payments have already been made to a Participant, the amount of the remaining payments), less any amounts credited to each such participant's account under the Trust as of the date of such contribution. (g) Within thirty (3) days following each anniversary of the Change in Control, the Company shall make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% of the amount necessary to pay each Plan participant or beneficiary the benefits to which such participants or beneficiaries have accrued pursuant to the Plan as of such anniversary (or if payments have already been made to a participant, the amount of the remaining payments), less any amounts credited to each such participant's account under the Trust as of the date of such contribution. (h) In the event that any of the contributions described in Sections 1(f) or (g) above have not been received by the Trustee within sixty (60) days from the date of a Change in Control and each anniversary thereof, as the case may be, the Trustee shall notify the Company in writing. In the event any such contributions are not received by the Trust within ten (10) business days of the date of delivery of such notice, the Trustee shall institute an action to collect such contributions.

Establishment of Trust. (a) The Company hereby deposits with the Trustee and Trust the sum of in trust $10.00100.00, which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it but shall become irrevocable upon a Change of Control Control, as defined hereinherein defined. (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, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon, thereon shall be held separate and apart from other funds of Company and, except to the Company extent the Trust is revoked by the Company, and except as otherwise provided herein, shall be used exclusively for the uses and purposes of Plan participants Recipients and general creditors as hereinafter herein set forth. Plan participants Recipients 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 Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants Recipients and their beneficiaries against the Company. Any assets held by the Trust will shall be subject to the claims of the Company's ’s general creditors under Federal federal and State state law in the event of Insolvencyinsolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash cash, securities (including stock or obligations of the Company) or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant Plan Recipient or beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. (a) The SECTION 1.1 Company hereby deposits funds with the Trustee and Trust the sum of $10.00, in trust which will shall become the principal of the trust Trust, along with assets transferred from the prior trustee, all to be held, held administered and disposed of by the Trustee as provided in this Trust Agreement. (b) SECTION 1.2 The Trust hereby established is revocable by the Company, ; it shall become irrevocable upon a Change of Control Control, as defined hereinin Schedule A, as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revoked by the Company at any time by a writing delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be paid to, or upon the direction of, the Company. (c) SECTION 1.3 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) SECTION 1.4 The principal of the Trust, Trust and any earnings thereon, thereon which are not returned to the Company in accordance with the specific provisions of this Agreement or used to defray the expenses of the Trust 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 general creditors of the Company, as hereinafter herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time such assets are distributed hereunder. Any rights created under the Plans Plan and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The SECTION 1.5 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 trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan Plan participant or beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. (a) The Company hereby deposits with the Trustee and Trust the sum of in trust $10.001,000, which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. (b) The Trust hereby established by this Agreement is revocable by the Company, ; it shall become irrevocable upon a Change of Control Control, as defined hereinin section 13(d), or upon approval by the Board of Directors of Company. (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 amendedamended (the "Code"), and shall be construed accordingly. (d) An affiliate or subsidiary of Company may, with the consent of Company and subject to such conditions and limitations as Company may impose, become a participating subsidiary in this Trust by action of the board of directors of such affiliate or subsidiary (a "Participating Subsidiary"). The rights of each Participating Subsidiary shall correspond with that portion of the Trust which represents the benefits under a Plan of participants and beneficiaries of such Participating Subsidiary. Company, as sole party to this Trust, shall exercise the rights, powers and duties, including amendment or termination of the Trust, on the behalf of each Participating Subsidiary. (e) The principal of the Trust, and any earnings thereon, 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 general creditors as hereinafter set forthforth in this Agreement. 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 Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the CompanyCompany and all Participating Subsidiaries. Any assets held by the Trust Trustee attributable to contributions made by Company will be subject to the claims of the Company's ’s general creditors under Federal federal and State state law in the event of Insolvency, Insolvency as defined in Section section 3(a) herein). Any assets held by Trustee attributable to contributions made by a Participating Subsidiary will be subject to the claims of such Participating Subsidiary's general creditors under federal and state law in the event of Insolvency as defined in section 3(a). (ef) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. Neither the Trustee nor any plan Plan participant or beneficiary shall have any right to compel such additional deposits. Trustee shall have no duty to enforce any funding obligations of Company, and the duties of Trustee shall be governed solely by the terms of the Trust without reference to the terms of the Plan(s). (g) Notwithstanding section 1(f), upon a Change of Control (as defined in section 13(d)), Company, as soon as possible, but in no event longer than three business days following the Change of Control, shall make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan(s) as of the date on which the Change of Control occurred. Trustee shall have no duty to enforce any funding obligations of Company, and the duties of Trustee shall be governed solely by the terms of the Trust without reference to the terms of the Plan(s). (h) Company represents that neither Company nor a Participating Subsidiary will contribute assets to the Trust that are located outside of the United States or cause Trust assets to be transferred outside of the United States. Furthermore, Company represents that neither Company nor a Participating Subsidiary will contribute assets to the Trust: (i) in connection with a change in the financial health of Company or a Participating Subsidiary; or (ii) to the extent the contribution funds a benefit of an applicable covered employee within the meaning of Code section 409A(b)(3)(D)(i), [a] when a tax‑qualified defined benefit plan sponsored by Company or by any member of a controlled group of corporations, or a group of trades or businesses under common control as defined in Code section 414(b) or (c) that includes Company (an "affiliate") is in at‑risk status pursuant to Code section 409A(b)(3); [b] when Company or an affiliate is a debtor in a case under the United States Bankruptcy Code or similar state law; or [c] six (6) months before or after the date a tax‑qualified defined benefit plan sponsored by Company or an affiliate terminates while not sufficient for benefit liabilities.

Establishment of Trust. (a) The Company Bank hereby deposits with the Trustee and Trust the sum of $10.00in trust, assets which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (c) The Trust is intended to be a grantor trust, of which the Company Bank 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, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon, thereon shall be held separate and apart from other funds of the Company Bank and shall be used exclusively for the uses and purposes of the Benefit Plan participants and general creditors as hereinafter herein set forth. Benefit 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 Benefit Plans and this Trust Agreement shall be mere unsecured contractual rights of Benefit Plan participants and their beneficiaries against the CompanyBank. Any assets held by the Trust will be subject to the claims of the Company's Bank’s general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(aIII(a) herein. (e) The CompanyTrustee shall be accountable for all property and Contributions received, but the Trustee shall have no duty to see that the Contributions received are sufficient to provide for the retirement, disability, or death benefits, nor shall the Trustee be obligated to enforce or collect any Contributions from the Bank. Notwithstanding the foregoing, in its sole discretionthe event of a Change in Control (as defined in Article XIII), may at the Trustee shall have the right to monitor, enforce and/or collect any timeContributions due and owing from the Bank or to give notice of any default in making Contributions to any person. (f) Within 75 (seventy-five) days following the end of each calendar year, or from time Bank shall, if necessary, be required to time, make irrevocably deposit additional deposits of cash or other property to the Trust in Trust with the Trustee an amount sufficient to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan pay each Benefit Plan participant or beneficiary the benefits payable pursuant to the terms of the Benefit Plans as of the close of such calendar year(s). Any contribution made pursuant to this Section is in addition to any other contributions required under the Benefit Plans. (g) Upon (i) a Change in Control, (ii) the death of a Benefit Plan participant, or (iii) termination of employment with respect to a Benefit Plan participant, following a Change in Control (as defined in each Benefit Plan), Bank shall have any right as soon as possible, but in no event longer than seventy-five (75) days following such event, make an additional irrevocable contribution to compel the Trust in an amount that is sufficient to pay each Benefit Plan participant or beneficiary the benefits to which such additional depositsBenefit Plan participants or his/her beneficiaries would be entitled pursuant to the terms of the Benefit Plans as of the date such event occurred.

Establishment of Trust. (a) The Company hereby deposits with Trustee in trust 1,925 shares of the Trustee and Trust common stock of the sum of $10.00, Company which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (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, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon, thereon shall be held separate and apart from other funds assets of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as hereinafter 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 Plans Plan and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash cash, shares of common stock of Company or other property in Trust trust with the Trustee to augment the principal, which together with the assets purchased with earnings on the principal to of the Trust, shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan Plan participant or beneficiary shall have any right to compel such additional depositsdeposits except as provided in Section 1(f). (f) Upon a Change of Control, Company shall, as soon as possible, but in no event longer than 30 days following the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to distribute each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change of Control occurred.

Establishment of Trust. (a) The Company hereby deposits with Company, in its sole discretion, will transfer to the Trustee and Trust cash or other property acceptable to the sum of $10.00, Trustee which will shall become the initial principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust shall be known as the "Seaboard Corporation Executive Retirement Plan Trust." (c) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (cd) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (de) 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 Executives and their beneficiaries and general creditors of the Company as hereinafter herein set forth. Plan participants Executives 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 Plans Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants Executives 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 federal and State state law in the event of Insolvency, the Company is "Insolvent," as defined in Section 3(a) herein). (ef) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant Executive or beneficiary shall have any right to compel such additional depositsdeposits except to the extent provided by separate written agreement.

Establishment of Trust. (a) 1.1 The Company hereby deposits with the Trustee and Trust in trust $100 in cash or common stock, $.01 par value per share, of the sum of Company, with a fair market value equal to at least $10.00100, which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) 1.2 The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereinbe irrevocable. (c) 1.3 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, and shall be construed accordingly. 1.4 The principal of the Trust is hereby restricted to consist solely of common stock, $.01 par value per share, of the Company (d) "Common Stock"), provided, however, that the Trustee may from time to time hold cash pending reinvestment in Common Stock or may use cash to pay expenses; and provided, further, that for purposes of this Trust, Common Stock shall include any securities or other property issued with respect to the Common Stock, or if upon the exchange or conversion thereof, as contemplated by the Plan. 1.5 The principal of the Trust, and any earnings thereon, thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan participants and general creditors as hereinafter 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 Plans Plan and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant or beneficiary shall have any right to compel such additional deposits.3.1

Establishment of Trust. (a) 1.1 The Company hereby deposits current balance of the Trust, together with any subsequent contributions made or to be made by the Trustee and Trust the sum of $10.00Company, which will become constitute the principal of the trust Trust to be held, administered and disposed of by the Trustee in accordance with the terms of the Plans and as provided in this Trust Agreement. (b) 1.2 The Trust hereby Trust, as established is revocable by the Companywas, it and shall become irrevocable upon a Change of Control as defined hereincontinue to be, irrevocable. (c) 1.3 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 amendedamended (the “Code”), and shall be construed accordingly. (d) 1.4 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company Company, and shall be used exclusively for the uses and purposes of the participants in the Plans (collectively, the “Plan participants Participants”) and the general creditors of the Company, as hereinafter set forthforth herein; provided, however, that if any contributions are made on behalf of any employee of any subsidiary of the Company relating to deferrals of compensation for periods after the Effective Date, the principal of the Trust attributable to such contributions shall be subject to the claims of such subsidiary’s creditors in the event of the Insolvency of such subsidiary. Plan participants 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 Plans and this Trust 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 ’s general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) 3.1 herein. For the avoidance of doubt, from and after the Effective Date, the assets of the Trust shall not be subject to claims of general creditors of CEOC except as, and to the extent, specifically provided in the foregoing provisions of this Section 1.4, and CEOC shall have no claim to, right in or title to the assets held by the Trust; provided that notwithstanding the Settlement Agreement or anything to the contrary contained herein, in the event that any or all of the liabilities under or with respect to the Plans are or are deemed obligations of CEOC or any of its direct or indirect subsidiaries, then CEOC shall be entitled to reimbursement for such liability from the Trust assets. (e) 1.5 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in the Plans and this Trust Agreement. Neither the Trustee nor any plan participant Plan Participant or beneficiary shall have any right to compel such additional deposits. 1.6 Upon a “Change of Control” (as defined in the ESSPs and the DCP), the Company shall, as soon as possible, but in no event longer than ninety (90) days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan Participant or beneficiary the benefits to which Plan Participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date on which the Change of Control occurred.

Establishment of Trust. (a) The Section 1.1 Company hereby deposits with the Trustee and Trust the sum of $10.00in trust _________, which will shall become the principal of the trust Trust, along with assets transferred from the prior trustee, if any, all to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Section 1.2 The Trust hereby established is revocable shall be irrevocable by the Company, it shall become irrevocable upon a Change of Control as defined herein. (c) Section 1.3 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. However, Trustee does not warrant and shall not be liable for any tax consequences associated with the Trust or participation in the Plan. (d) Section 1.4 The principal of the Trust, Trust and any earnings thereon, 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 the Participant and his beneficiaries and general creditors as hereinafter herein set forth. Plan participants The Participant and their his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants the Participant and their his beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's ’s general creditors under Federal federal and State state law in the event of Insolvency, as defined in Section 3(a) 3.1 herein. (e) The Section 1.5 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 trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor the Participant or any plan participant or beneficiary shall have any right to compel such additional deposits. Section 1.6 The Company shall also fund an expense account for the Trustee to cover fees and expenses in the amount of [$*] to the extent such expense account has not been previously funded.

Establishment of Trust. (a) The Company hereby deposits principal of the Trust shall be the money deposited with the Trustee from time to time by the Company, and Trust any income thereon, and the sum of $10.00collateral assignment agreements with respect to the Participants' insurance policies (each a "Policy") as listed from time to time in Appendix B, which will become the principal of the trust to shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become be irrevocable upon a Change of Control except as defined 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, and shall be construed accordingly. (d) The principal of the Trust, Trust and any earnings thereon, 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 Participants and general creditors as hereinafter herein set forth. Plan participants 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 Plans Program and this Trust Agreement shall be mere unsecured contractual rights of Plan participants 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, add additional Participant Accounts, update Appendix B to add collateral assignment agreements for new Participants and to delete collateral assignment agreements that have been released in accordance with Section 2(d), and make additional deposits of cash or other property (including without limitation collateral assignment agreements) in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant Participant or beneficiary shall have any right to compel such additional deposits, except as expressly agreed in writing between the Company and the Participant. Trustee shall have no duty to enforce any funding obligations of Company and the duties of Trustee shall be governed solely by the terms of this Agreement and applicable law. (f) The Company shall be responsible for maintaining records for individual Participant Accounts within the Trust. The Company may appoint as its agent a third-party recordkeeper (the Company, in such capacity, or such third party being hereinafter referred to as the "Recordkeeper") to carry out various recordkeeping responsibilities as indicated in this Agreement. The Company initially appoints Buck Consultants as Recordkeeper. (g) Except for the records dealing solely with the aggregate Trust assets, which shall be maintained by the Trustee, the Recordkeeper shall maintain all Participant records contemplated herein, including the Participants' Accounts. (h) The Recordkeeper shall maintain a separate Account record for each Participant under the Program. The Company shall certify to the Recordkeeper at the time of each deposit to the Trust the amount of such deposit being made in respect of each Participant under the Program and each such deposit shall be credited to the Participant's Account as of the last business day of the calendar quarter in which such deposit is made. The Trust assets shall be revalued by the Trustee as of the last business day of each calendar quarter ("Valuation Date") at current market values, as determined by the Trustee, and the Trustee shall certify the values thereof to the Company with a copy to the Recordkeeper; provided, that no value shall be attributed to the collateral assignment agreements or the underlying Policies until such time as the Trustee has the right to collect the Policy Proceeds (as defined below) of the Policy from the insurer. At such time the Company will instruct the Trustee as to the proper valuation of the collateral assignment agreements and the Policies. The Trustee may conclusively rely on determinations of the Company of valuations for the collateral assignment agreements, the Policies, and other assets of the Trust for which the Trustee deems there to be no readily determinable market value. The Recordkeeper may conclusively rely on determinations of, and information provided by, the Company and the Trustee. (i) Upon a Termination Event, as defined in Section 2(d), with respect to a Participant for whom the Termination Event has occurred, the balance, if any, remaining in such Participant's Account shall be paid to the Company promptly pursuant to direction of the Company or of the Recordkeeper (who shall be directed by the Company to provide such direction to the Trustee) upon certification by the Company to the Recordkeeper and Trustee that the Company's legal liabilities under the Program have been satisfied.

Establishment of Trust. (a) 2.1 The Company hereby deposits with the Trustee and Trust the sum of in trust One Hundred Dollars ($10.00100.00), which will shall become the principal of the trust Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) 2.2 The Trust hereby established is revocable by shall be revocable. Notwithstanding the Companyforegoing, it the Trust shall become irrevocable upon thirty (30) days following the issuance of a Change of Control as defined hereinfavorable private letter ruling regarding the Trust from the Internal Revenue Service. (c) 2.3 The Trust is intended to be a grantor trust, of which the Company is the a grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. The Company acknowledges that determination of the status of the Trust as a grantor trust has been made by the Company, and Trustee assumes no responsibility in this regard. (d) 2.4 The principal of the Trust, and any earnings thereon, 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 general creditors as hereinafter 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 Plans Plan and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) 4.1 herein. (e) 2.5 The CompanyCompany shall make such deposits as provided for in the Plan and may, 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 trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither Notwithstanding the foregoing, upon and after a Change in Control, Trustee shall be responsible for assuring that deposits are made in accordance with the Plan, and it may rely on written certifications of the actuary employed with respect to the Plan as to the funded status of the Trust and the Company's contribution obligations under the Plan. Prior to a Change in Control, the Trustee nor any plan participant or beneficiary shall have any right to compel such additional depositsno responsibility therefor.

Establishment of Trust. (a) The Company hereby deposits with the Trustee and Trust the sum of $10.00, which will become the principal of the trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined 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, 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 general creditors as hereinafter set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership in, any assets of the Trust. Any rights created under the Plans and this Trust 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 ’s general creditors under Federal and State law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan participant or beneficiary shall have any right to compel such additional deposits.

Establishment of Trust. (a) The Company hereby deposits with has caused the Former Trustee and to transfer all assets held in the Trust to the sum of $10.00Trustee, which will shall become the principal of the trust Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Prior to the satisfaction of all Plan liabilities, and except as noted in Sections 3 and (as applicable) 4 below, the Trust hereby established is revocable by the Company, it shall become irrevocable upon a Change of Control as defined hereincontinues to be irrevocable. (c) The Trust is intended to continue to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, I subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, 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 general creditors as hereinafter 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 Plans Plan(s) and this Trust 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 federal and State state law in the event of Insolvency, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in Trust trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any plan Plan participant or beneficiary shall have any right to compel such additional deposits. (f) The administration of the Trust shall be subject to all of the terms and conditions of the Operational Guidelines attached hereto as Appendix B, which are hereby incorporated by reference. Notwithstanding anything to the contrary set forth in this Agreement, the Trustee may amend the Operational Guidelines at any time upon written notice to the Company.