APPENDIX A APPLICATION OF GOLDEN PARACHUTE LIMITATIONS

1. Termination Without Cause or for Good Reason Prior to a Change of Control

Except as otherwise set forth in Section 2 of this Policy, if the Executive’s employment with the Company terminates by reason of a Qualifying Termination, then the Company shall, subject to Section 7(F), provide the Executive the following severance benefits:

 

(i) any unvested equity awards Executive may have received prior to March 2, 2013 under the TriMas Corporation 2002 Long Term Equity Incentive Plan (“2002 Plan”) or the TriMas Corporation 2006 Long Term Equity Incentive Plan (“2006 Plan”), which were adjusted and converted to equity awards with respect to common stock of the Company as a result of the Spinoff, shall immediately vest, and for stock options become exercisable, upon the employment termination date and otherwise be subject to the terms consistent with such plan and award agreement, including the time for payment of such award; and

(ii) any unvested equity awards Executive may have originally received (a) on or after March 2, 2013 under the 2002 Plan or the 2006 Plan, which were adjusted and converted to equity awards with respect to common stock of the Company as a result of the Spinoff, (b) at any time under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan (“2011 Plan”), which were adjusted and converted to equity awards with respect to common stock of the Company as a result of the Spinoff, or (c) at any time under the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (“2015 Plan”) or any equity plan or arrangement subsequently issued by the Company shall vest, and for stock options become exercisable, (and otherwise be subject to the terms consistent with the applicable plan and award agreements, including the time for payment of such award) in an amount equal to (1) the product of (A) the total number of shares subject to such award and (B) a fraction, the numerator of which is equal to the number of whole calendar months that have elapsed from the grant date of the applicable award to the date of Executive’s termination of employment and the denominator of which is equal to the full number of calendar months in the vesting period of such award, less (2) the number of shares that had already become vested as of the date of such termination in respect of such award.

Notwithstanding the foregoing, any equity awards granted under the 2002 Plan, the 2006 Plan, the 2011 Plan, the 2015 Plan, or any subsequently issued equity plan or arrangement that are subject to vesting upon the attainment of performance goals shall become vested in an amount equal to (a) the product of (1) the total number of shares that would be issued at the end of the performance period based on actual performance in accordance with the terms of the governing arrangements under which such performance-based awards were granted and (2) a fraction, the numerator of which is the number of whole calendar months that have elapsed from the grant date of the applicable award to the date of Executive’s termination and the denominator of which is the full number of calendar months in the vesting period of such award, less (b) the number of shares that had already become vested as of the date of such termination in respect of such award, provided that such award will be settled at the time when awards are settled under the terms of the applicable plan for individuals who remain employed through the end of the performance period;

(H) Except for the benefits stated in the applicable portion of this Section 1, Executive’s participation in all benefit plans, programs and arrangements of the Company shall cease as of the date of Executive’s termination of employment and otherwise be governed by the terms of the plans, programs or arrangements, if any, governing such benefits.

If the Executive’s employment with the Company terminates by reason of a Qualifying Termination within two years after a Change of Control, in place of any other severance payments, benefits or other consideration, whether pursuant to this Policy or otherwise, and subject to all legal requirements, the Company shall, subject to Section 7(F), provide Executive the following severance benefits:

would have been paid to Executive in accordance with the Company’s payroll practices if such payments had begun on the date of termination.

of employment and otherwise be governed by the terms of the plans, programs or arrangements, if any, governing such benefits.

If Executive voluntarily terminates employment with the Company without Good Reason, the Company shall pay Executive his or her (i) accrued but unpaid base salary through the date of termination, (ii) earned but unused vacation through the date of termination and (iii) Short-Term Incentive Plan bonus payment for the most recently completed bonus term if a bonus has been declared for Executive under the Short-Term Incentive Plan for such year but not paid. The accrued salary and vacation time shall be payable by the next normal payroll date following the date of Executive’s termination of employment, and the Short-Term Incentive Plan award shall be payable in accordance with the terms of the Short-Term Incentive Plan. Except for the benefits stated in this Section 3, Executive’s participation in all benefit plans, programs and arrangements of the Company shall cease as of the date of Executive’s termination of employment and otherwise be governed by the terms of the plans, programs or arrangements, if any, governing such benefits.

If the Company terminates Executive with Cause, the Company shall pay Executive his or her (i) accrued but unpaid base salary through the date of termination and (ii) earned but unused vacation through the date of termination payable by the next normal payroll date following the date of Executive’s termination of employment. Executive shall not be entitled to payment of any Short-Term Incentive Plan award, whether declared and unpaid for any prior year, relating to any portion of the year in which the termination occurs or otherwise. Except for the benefits stated in this Section 4, Executive’s participation in all benefit plans, programs and arrangements of the Company shall cease as of the date of Executive’s termination of employment and otherwise be governed by the terms of the plans, programs or arrangements, if any, governing such benefits.

If Executive’s employment is terminated after it is determined that the Executive is Disabled, then all obligations of the Company to make any further payments, except for earned but unpaid base salary and accrued but unpaid Short-Term Incentive Plan bonus awards, shall terminate on the first to occur of (i) the date that is six (6) months after such termination or (ii) the date Executive becomes entitled to benefits under a Company-provided long-term disability program. In the event of a Disability termination hereunder, Executive’s outstanding equity awards (including any equity awards that were originally received pursuant to the 2002 Plan, 2006 Plan, or 2011 Plan that were adjusted and converted to equity awards with respect to common stock of the Company as a result of the Spinoff) shall (i) immediately become 100% vested with respect to time-based equity awards and (ii) become fully vested at the end of the performance period, based on actual performance through the end of the performance period, with respect to performance-based equity awards. The earned but unpaid base salary shall be paid by the next normal payroll payment date following termination of the Executive’s employment, and the Short-Term Incentive Plan award shall be paid in accordance with the terms of such plan. Company may only terminate Executive on account of Disability after giving due consideration to whether reasonable accommodations can be made under which Executive is able to fulfill Executive’s job related duties. The commencement date and expected duration of any physical or mental condition that prevents Executive from performing job related duties shall be determined by a medical doctor selected by Company. Company may, in its discretion, require written confirmation from a physician of Disability during any extended absence. Except for the benefits stated above, Executive’s participation in all other Company benefits shall cease as of the date above on which Company’s obligation to make payments ceases and otherwise be governed by the terms of the plans, if any, applicable to such benefits.

If Executive’s employment terminates due to Executive’s death, all obligations of Company to make any further payments, other than an obligation to pay any accrued but unpaid base salary to the date of death and any accrued but unpaid bonuses under the Short-Term Incentive Plan to the date of death, shall terminate upon Executive’s death. In the event Executive’s employment is terminated due to death, Executive’s outstanding equity awards (including any equity awards that were originally received pursuant to the 2002 Plan, 2006 Plan, or 2011 Plan that were adjusted and converted to equity awards with respect to common stock of the Company as a result of the Spinoff) shall immediately become 100% vested and assuming performance achievement at target level with respect to performance-based equity awards. The accrued but unpaid base salary shall be paid by the next normal payroll date following termination of employment, and the accrued but unpaid Short-Term Incentive Plan award shall be paid in accordance with the terms of such plan. In accordance with Company guidelines, Executive’s qualified dependents shall be reimbursed for the employer portion of COBRA premiums for Company group medical benefits (including health, dental, vision, EAP and prescription plans), as defined by the plan documents, for a period not to exceed thirty-six (36) months; provided a timely election to continue health care coverage under COBRA is made and subject to Company’s COBRA policies. For purposes of the preceding sentence, the “Employer’s portion of COBRA premiums” means the portion of the premium that the Company would have paid for group health coverage if Executive had continued to be employed by the Company. Except for the benefits stated above, Executive’s participation in all other Company benefits shall cease as of the date of death and otherwise be governed by the terms of the plans, if any, applicable to such benefits.

In consideration of Executive’s participation in this Policy, Executive shall comply with the following:

efforts such as advertisements and job listings, or directly or indirectly induce any employee of the Company to leave the Company, or assist in any of the foregoing, or (ii) solicit for business (relating to the Business) any person who is a customer or former customer of the Company or any of its subsidiaries, unless such person shall have ceased to have been such a customer for a period of at least six months as of the time of such solicitation.

correspondence, documents, supplies, files, equipment, checks, and all other materials and records of any kind that are the property of the Company or any of its subsidiaries or affiliates that are in the possession or under control of the Executive.

Any participation by Executive in, and any terminating distributions and vesting rights (other than previously defined) under, the Company sponsored retirement or savings plans, regardless of whether such plans are qualified or non-qualified for tax purposes, shall be governed by the terms of those respective plans. Any salary continuation or severance benefits shall not be considered compensation for purposes of accruing additional benefits under such plans.

(i) To the extent applicable, it is intended that this Policy comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Executive. Consistent with that intent, and to the extent required under Section 409A of the Code, for benefits that are to be paid in connection with a termination of employment, “termination of employment” or any similar term shall be limited to such a termination that constitutes a “separation from service” under Section 409A of the Code.

(ii) Notwithstanding any provision of this Policy to the contrary, if Executive is a “specified employee,” determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, on the date of his separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by Executive upon his or her termination of employment would constitute a “deferral of compensation” subject to Section 409A of the Code, then to the extent necessary to comply with Section 409A of the Code, amounts that would otherwise be payable pursuant to this Policy during the six-month period immediately following Executive’s termination of employment will instead be paid or made available on the earlier of (A) the first business day of the seventh month after the date of Executive’s termination of employment, or (B) Executive’s death. For purposes of application of Section 409A of the Code, to the extent applicable, each payment made under this Policy shall be treated as a separate payment.

(iii) Notwithstanding any provision of this Policy to the contrary, to the extent any reimbursement or in-kind benefit provided under this Policy is nonqualified deferred compensation within the meaning of Section 409A of the Code: (A) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (B) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (C) the right

to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(iv) In no event, however, shall this Section 8(B) or any other provisions of this Policy be construed to require the Company to provide any gross-up for the tax consequences under Section 409A of the Code of any provisions of, or payments under, this Policy and the Company shall have no responsibility for tax consequences under Section 409A of the Code to Executive resulting from the terms or operation of this Policy.

The Company may withhold from any amounts payable hereunder all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or government regulation or ruling. Notwithstanding any other provision of this Policy, the Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes imposed on Executive with respect to any such payment or benefit.

All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:        Horizon Global Corporation

39400 Woodward Avenue, Suite 100

Bloomfield Hills, MI 48304

Attn: Legal Director

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

If any provision of this Policy shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions which shall remain in full force and effect. In the event of a dispute by the Company, Executive or others as to the validity or enforceability of, or liability under, any provision of this Policy prior to a Change of Control, the Company shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive if Executive prevails on the merits in the dispute resolution process, and if Executive does not so prevail, Executive and the Company shall be responsible for their respective legal fees and expenses. In the event of any such dispute on or after a Change of Control, the Company shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive regardless of the outcome thereof unless the finder of fact in such action determines that Executive’s position was frivolous or maintained in bad faith.

This Policy constitutes a “top hat” plan maintained primarily for a group of management or highly compensated employees and is exempted from most, but not all of the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). To the extent that ERISA applies, the ERISA provisions are set forth on Appendix B to the Policy.

Any and all disputes arising under this Policy must be resolved in accordance with the Horizon Dispute Resolution Policy process, as set forth in the ERISA attachment on Appendix B to the Plan. To the extent not preempted by Federal law, this Policy and all disputes related to it shall be governed by Michigan law, without regard to conflict of law principles.

(i) This Policy may be amended or terminated at any time by the Compensation Committee; provided however, that no such amendment or termination may adversely affect any Executive without the Executive’s prior written consent unless the Company provides 12 months’ written notice of such amendment or termination to any adversely affected Executive.

(ii) Notwithstanding the foregoing, this Policy may not be terminated or amended in any manner prior to the fifth business day following the second anniversary of the Change of Control without the prior written consent of the applicable Executive potentially affected thereby.

Notwithstanding anything contrary in this Policy, to the extent any benefit covered under this Policy is intended to be exempt from the application of Code Section 162(m) as “performance based compensation” (as defined in 162(m) and the regulations thereunder), then such performance-based compensation shall only be paid to the Executive in accordance with Code Section 162(m).

The Policy, in the form effective as of July 1, 2015, supersedes all prior understandings, agreements or representations, written or oral, with respect to the subject matter herein.

(B)     “Cause” shall mean:

(i) Executive’s conviction of or plea of guilty or nolo contendere to a crime constituting a felony under the laws of the United States or any jurisdiction in which the Company conducts business;

(ii) Executive’s willful failure or refusal to perform his or her duties to the Company and failure to cure such breach within 30 days following written notice thereof from the Company;

(iii) Executive’s willful failure or refusal to follow directions of the Board (or direct reporting executive) and failure to cure such breach within 30 days following written notice thereof from the Board; or

(iv) Executive’s breach of fiduciary duty to the Company for personal profit.

Any failure by the Company or a Subsidiary to notify an Executive after the first occurrence of an event constituting Cause shall not preclude any subsequent occurrence of such event (or similar event) from constituting Cause.

Notwithstanding the foregoing, no termination of Executive’s employment shall qualify as a termination for Cause unless (x) the Company notifies Executive in writing of the Company’s intention to terminate Executive’s employment for Cause within 90 days following the Company’s knowledge of initial existence of such occurrence or event, (y) Executive fails to cure such occurrence or event within 30 days after receipt of such notice from the Company and (z) the Company terminates Executive’s employment within 45 days after the expiration of Executive’s cure period in subsection (y).

(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (a) the then-outstanding Common Shares (the "Outstanding Company Common Stock") or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change of Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (IV) any acquisition pursuant to a transaction that complies with Sections 9(C)(iii)(a), (iii)(b) and (iii)(c) below;

(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of Company common stock, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal

of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (a) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) approval by the holders of common shares of the Company of a complete liquidation or dissolution of the Company.

(G)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(H)    “Good Reason” shall mean:

(i)     A material and permanent diminution in Executive’s duties or responsibilities;

(ii)     A material reduction in the aggregate value of base salary and bonus opportunity provided to Executive by the Corporation; or

(iii) A permanent reassignment of Executive to another primary office more than 50 miles from current office location.

Executive must notify the Corporation of Executive’s intention to invoke termination for Good Reason within 90 days after Executive has knowledge of such event and provide the Corporation 30 days’ opportunity for cure, or such event shall not constitute Good Reason. Executive may not invoke termination for Good Reason if Cause exists at the time of such termination.

(i) Death;

(ii) Disability (as defined in this Policy);

(iii) Cause (as defined in this Policy); or

(iv) A termination by Executive without Good Reason (as defined in this Policy).

1.    Cap on Payments.

Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation. If the Consultant selected to provide the opinions referred to above so requests in connection with the opinion required by this Section, a firm of recognized executive compensation consultants selected by the Company shall provide an opinion, upon which such Consultant may rely, as to the reasonableness of any item of compensation as reasonable compensation for services rendered before or after the Change of Control. The Company will make payments to Executive, at the times stated above, in the maximum amount that it believes, in its discretion, may be paid without exceeding the Cap. If it is ultimately determined, pursuant to the opinion referred to above or by the Internal Revenue Service, that a greater payment should have been made to Executive, the Company shall pay Executive the amount of the deficiency, together with interest thereon from the date such amount should have been paid to the date of such payment, at the rate used to determine the present value of the Total Payments, so that Executive will have received or be entitled to receive the maximum amount to which Executive is entitled under this Agreement. Payment of any deficiency and interest determined under this Section 1(c) shall be made by the last day of the calendar year in which is received either the opinions called for above or the Internal Revenue Service determination that a deficiency exists.

The Horizon Global Corporation Executive Severance/Change of Control Policy to which this Appendix B is attached (the “Policy”) is intended to constitute an unfunded plan maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Notwithstanding any contrary provisions in the Policy, the Policy is subject to the provisions set forth below.

1.    Plan Administrator and Named Fiduciary. The Plan Administrator and Named Fiduciary of the Plan for purposes of ERISA shall be Horizon Global Corporation, or any successor thereto. The address of the Plan Administrator is 39400 Woodward Avenue, Suite 100, Bloomfield Hills, MI 48304. The Plan Administrator shall have absolute discretion to administer the Plan, including but not limited to questions of construction, interpretation and eligibility under the Plan.

2.    Claims Procedure. Claims for benefits under the Policy shall be processed in accordance with the Horizon Global Corporation Alternative Dispute Resolution Policy (the “ADR Policy”), subject, however, to the modifications described below.

(a)    Mediation. If an Executive is unable to resolve a dispute over benefits under the Policy through internal human resource channels, he or she must request mediation of the dispute. The decision of the mediator shall be delivered to the Executive electronically or by mail within 90 days after the Executive’s request for mediation, unless circumstances require an extension. The need for an extension shall be communicated to the Executive before the expiration of the initial 90 day period. The extension may not exceed 90 days.

If the mediator denies the Executive’s claim for benefits, the mediator shall provide, in written or electronic form, a notice of a claim denial, which sets forth:

Any such claim denial notice shall be written in a manner that may be understood without legal or actuarial counsel.

(b)    Arbitration.

The request should set forth the reasons why the Executive believes the denial of his or her claim is incorrect. The Executive shall be entitled to submit such issues, comments,

documents, or records as the Executive shall consider relevant to a determination of the claim, without regard to whether such information was submitted to or considered by the mediator. Prior to submitting such request, the Executive shall be provided, upon request and free of charge, reasonable access to, and copies of, such documents, records, and other information that are relevant to the claim.

In the case of an adverse benefit determination by the arbitrator, the notification shall set forth the information described in Section (a)(1) and (2) above, a statement that the Executive is entitled to receive, upon request and at no charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim, a description of any voluntary appeal procedure offered by the Policy, and the Executive’s right to obtain information about the appeals procedure.

(c)    Time Limits Affecting Jurisdiction. The Plan Administrator shall not entertain a claim or a request for review unless it is filed timely in the manner specified by subsection (a) or (b) above, as applicable, which is a condition precedent to obtaining review by the Plan Administrator. The period of time within which the benefit determination, or an appeal of a benefit determination, is required to be made shall begin at the time the claim or appeal is filed and without regard to whether all the information necessary to make a determination accompanies the filing. If the period of review is extended because of the Executive’s failure to submit all necessary information, the period for making the determination shall be tolled from the date the notice of extension is sent to the Executive to the date on which the Executive responds to the request.

(d)    Horizon Alternative Dispute Resolution Policy Process. An arbitrator selected pursuant to the ADR Policy, as modified above, shall not have jurisdiction or authority to change, add to or subtract from any of the provisions of the Policy. The arbitrator’s sole authority shall be to interpret or apply the provisions of the Policy, and the arbitrator shall have the power to compel attendance of witnesses at the hearing. The arbitrator shall be appointed upon mutual agreement of the Corporation and the Executive pursuant to the arbitration rules referenced above. Once an Executive commences arbitration proceedings, the Executive shall not be permitted to terminate the arbitration proceedings without the express written consent of the Corporation. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding on the Executive and the Corporation without appeal to any court. The costs of the arbitration shall be split equally between the parties.

3.    Non-alienation of Benefits. Except in so far as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge collateralization, or attachment of any benefits under the Policy shall be valid or recognized by the Corporation.

Its: Legal Director and Corporate Secretary