The CORPORATEplanfor RetirementSM EXECUTIVEPLAN Adoption Agreement IMPORTANT NOTE

Exhibit No. 10(a)(*)

The CORPORATEplan for RetirementSM
EXECUTIVE PLAN

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer’s attorney prior to adoption.

© 2007 Fidelity Management & Research Company

ADOPTION AGREEMENT

ARTICLE 1

1.01                           PLAN INFORMATION

(a)             Name of Plan:

This is the Regis Corporation Executive Retirement Savings Plan (the “Plan”).

(b)                                     Plan Status (Check one.):

(1)                                 Adoption Agreement effective date: 11/15/2008.

(2)                                 The Adoption Agreement effective date is (Check (A) or check and complete (B)):

(A)                              o                               A new Plan effective date.

(B)                                x                             An amendment and restatement of the Plan. The original effective date of
the Plan was: 7/24/1988.

(c)                                  Name of Administrator, if not the Employer:

1.02                           EMPLOYER

(a)                                        Employer Name:  Regis Corporation

(b)                                       The term “Employer” includes the following Related Employer(s) (as defined in Section 2.01(a)(25)) participating in the Plan:

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1.03                           COVERAGE

(Check (a) and/or (b).)

(a)                                  x The following Employees are eligible to participate in the Plan (Check (1) or (2)):

(1)                   o Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2)                   x Only those Employees in the eligible class described below:

All Company officers and all Highly Compensated Employees as defined in Code Section 414(q), except those who the Administrator determines would not be considered a member of a select group of management or a highly compensated employee within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

(b)                                 o The following Directors are eligible to participate in the Plan (Check (1) or (2)):

(1)                   o Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2)                   o All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04                           COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a)                                  o Compensation shall be as defined, with respect to Employees, in the                 Plan maintained by the Employer:

(1)                   o to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2)                   o notwithstanding the limit imposed under Code section 401(a)(17).

(b)                                 x Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):

(1)                   x but excluding the following:

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Overtime Pay, Commissions, The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income, Severance Pay and Third Party Payments of Sick Pay.

(2)                   o but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

(c)                                  o Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:

1.05                    CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)                                          Deferral Contributions (Complete all that apply):

(1)          x                        Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2)          x                        Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

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Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

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(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b) Matching and Employer Contributions:

(1)          o          Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:

                                                                                                                                                       ;              

                                                                                                                                                       ;              

(2)          o          Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below:

                                                                                                                                                       ;              

                                                                                                                                                       ;              

(3)          o          Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is hereby incorporated herein.

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1.07          DISTRIBUTIONS

The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section 1.07.

(a) (1) Distribution options to be provided to Participants

(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)

(2)                      x                           A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a) (1) (F) or if Section 1.08(e) (3) is elected):

(A)                                   o  is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(B)                                     x is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a

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continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.

(C)                                     o is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

(D)                                    o is determined to be disabled pursuant to the following disability insurance program:                the definition of disability under which complies with the requirements in regulations under Code section 409A.

(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.)

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(3)        x       Regardless of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.

Payment Trigger

(A)                              x Separation from Service prior to: Attainment of Normal Retirement Age of 50.

(B)                                o Separation from Service

(C)                                x Death

(D)                               x Change in Control

(b)                            Distribution Election Change

A Participant

(1)          x                                       shall

(2)          o                                         shall not

be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.

(c)                             Commencement of Distributions

(1)                                  Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:

(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected by the Participant.)

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(2)                                  The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the following:

(A)      o                               Separation from Service Event Delay — Separation from Service will be treated as not having occurred for      months after the date of such event.

(B)        o                               Plan Level Delay — all distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for            days (insert number of days but not more than 30).

(d)                        Installment Frequency and Duration

If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):

(1)                                  at the following intervals:

(A)      x                                  Monthly commencing on the day elected in Section 1.07(c)(1).

(B)        x                                  Quarterly commencing on the day elected in Section1.07(c)(1) (with payments made at three-month intervals thereafter).

(C)        x                                  Annually commencing on the day elected in Section 1.07(c)(1).

(2)                                  over the following term(s) (Complete either (A) or (B)):

(A)           x                                       Any term of whole years between 1 (minimum of 1) and 20 (maximum of 30).

(B)             o                                         Any of the whole year terms selected below.

(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)

(e)                         Conversion to Lump Sum

o            Notwithstanding anything herein to the contrary, if the Participant’s vested

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Account at the time such Account becomes payable to him hereunder does not exceed $    distribution of the Participant’s vested Account shall automatically be made in the form of a single lump sum at the time prescribed in Section 1.07(c)(1).

(f)                               Distribution Rules Applicable to Pre-effective Date Accruals

o                      Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01 (b)( 1) above are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

1.08   VESTING SCHEDULE

(a)                                            (1)                        The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

(2)                        o                      Vesting shall be based on the class year method as described in Section 7.03(c).

(b)                                           (1)                        The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

(2)                        o                      Vesting shall be based on the class year method as described in Section 7.03(c).

(c)                                  o  Years of Service shall exclude (Check one.):

(1)  o  for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).

(2)  o  for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(b)(2)(B).

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(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.)

(d)                                 o  Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer Contributions (regardless of whether vested) upon the occurrence of the following event(s):

(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection (d).)

(e)                                  A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)):

(1) x  Retirement eligibility is the date the Participant attains age 50 and completes 0 Years of Service, as defined in Section 7.03(b).

(2) x  Death.

(3) x  The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).

(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.)

(f)                                    x  Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:

all Related Employers as defined in Sec. 2.01(a)(25)

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1.09                         INVESTMENT DECISIONS

A Participant’s Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:

Participants listed below shall be permitted to direct the Employer that their Account be invested in investments other than the Permissible Investments, as approved by the Employer; provided however, that the Account of any such Participant shall be transferred to a separate trust but shall remain subject to all the Plan terms (other than the terms related to Investment Decisions), including those terms governing distributions and elections with respect thereto:

Myron Kunin

1.10                         ADDITIONAL PROVISIONS

The Employer may elect Option below and complete the Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this Adoption Agreement.

x  The Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions of this Adoption Agreement and/or the Basic Plan Document.

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EXECUTION PAGE
(Fidelity’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 10th day of November, 2008.

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EXECUTION PAGE
(Employer’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 10th day of November, 2008.

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AMENDMENT EXECUTION PAGE
(Fidelity’s Copy)

Plan Name:                                                    Regis Corporation Executive Retirement Savings Plan (the “Plan”)

Employer:                                                          Regis Corporation

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

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AMENDMENT EXECUTION PAGE
(Employer’s Copy)

Plan Name:                                                    Regis Corporation Executive Retirement Savings Plan (the “Plan”)

Employer:                                                          Regis Corporation

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

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ATTACHMENT A

Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

Plan Name:                                                    Regis Corporation Executive Retirement Savings Plan (the “Plan”)

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ATTACHMENT B

Re: SUPERSEDING PROVISIONS
for

Plan Name:                                                    Regis Corporation Executive Retirement Savings Plan (the “Plan”)

(a)   Superseding Provision(s) – The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as described below:

(1) The following additional provision shall be added to Section 1 .04(b)(1): For purposes of calculating Employer Contributions, Compensation shall also exclude Bonuses and the Employer match on contributions under the Employer’s Contributory Stock Purchase Plan for the applicable period

(2) The following additional Payment Trigger shall be added to the end of Section 1.07(a)(3): The  Participant’s Separation from Service due to (a) (i) a felony conviction under any Federal or state statute  which is materially detrimental to the financial interests of the Employer, or (ii) the willful non-performance by Participant of his material employment duties other than by reason of his physical or  mental incapacity after reasonable written notice to Participant and reasonable opportunity (not less than  thirty (30) days) to cease such non-performance; or (b) the Participant’s willfully engaging in fraud or  gross misconduct which is materially detrimental to the financial interests of the Employer.

(3) Section 1.05(c)(2) is modified by adding the following: “Except to the extent otherwise provided in any such writing, an Employer Contribution will be made to the Accounts of only those Employee Participants who are employed by the Employer on the last day of the period to which the Employer Contribution relates and have completed 1,000 hours of service with the Employer or a Related Employer during such period.”

(4) The following exclusion shall be added at the end of Section 2.01(a)(6): “, but excluding any unscheduled, discretionary bonus award made to a Participant that is outside of the Employer’s regular incentive bonus arrangement

(5) Section 8.01(a)(3) shall be modified by adding the following new proviso to the end of the first sentence: “; provided, however, that an election choosing a payment method with respect to the Employer Contributions credited to a Participant’s Account shall be effective for all Employer Contributions  thereafter credited to a Participant’s Account and may only be modified as provided under Section 8.01(b)

(6) The following Plan Level Delay will be added at subsection 1.07(c)(2)(B): - all distributions to a  beneficiary on account of a Participant’s death will be treated as not having occurred for 30 days.

(7) The following provision shall be added at 1.07(a)(1)(E): Distribution shall begin upon earlier of  Separation or Specified Date upon either Participant’s death or a Separation from Service prior to age 50.

(8) 1. The following new sentence is added to the end of Section 1.05(a)(2):

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Any special salary reduction agreement for a Deferral Contribution of any portion of a Participant’s Bonus Compensation that is entered into on or before the December 31 preceding the end of the applicable Bonus period shall apply to the calendar year next following the election.

2. Section 4.01 shall be amended by deleting the fifth sentence thereof and replacing it with the following two sentences:

A new election will be effective as of the first day of the following calendar year and will apply only to Compensation (other than Bonus Compensation) payable with respect to services rendered after such date. A separate election for Bonus Compensation made pursuant to Section 1.05(a)(2) will be effective as of the first day of the following calendar year if made on or before the December 31 preceding the end of the period during which the services on which the Bonus is based are performed (the “Bonus Period”), and will apply to  Bonus Compensation attributable to such Bonus Period, including any portion of the Bonus  Period that precedes the date of the Section 1.05(a)(2) separate election.

1. Section 1.01(b)(2) is replaced in its entirety by the following:

(2)                                                The Adoption Agreement effective date is (Check (A) or check and complete (B)):

(A)                         o                                    A new Plan effective date.

(B)                           x                                  An amendment and restatement of the Plan. The original effective date of the Nonqualified Deferred Salary Plan: 7/24/1988. The original effective date of the Executive Profit Sharing Plan:  7/1/1992.

1. Section 1.05(b)(3) is replaced in its entirety by the following:

(3)       x         Matching Contribution Limits (Check the appropriate box (es)):

(A)                         o                                    Deferral Contributions in excess of      % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.

(B)                           x                                  Matching Contributions for each Employee Participant for each calendar year shall be limited to: Aggregate Salary and Bonus Contributions in excess of  $100,000 for the applicable period shall not be considered for Matching Contributions

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TRUST AGREEMENT

Between

Regis Corporation

And

FIDELITY MANAGEMENT TRUST COMPANY

Regis Corporation Executive Retirement Savings Plan Trust

Dated as of November 15, 2008

© 2007 Fidelity Management & Research Company

TABLE OF CONTENTS

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TABLE OF CONTENTS

(Continued)

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TRUST AGREEMENT, dated as of the 15th day of November 2008, between Regis Corporation, a Minnesota entity, having an office at 7201 Metro Boulevard, Edina, MN 55439 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

WITNESSETH:

WHEREAS, the Sponsor is the sponsor of the Plan; and

WHEREAS, the Sponsor wishes to restate, in its entirety, by entering into this Agreement, the irrevocable trust originally established on Original Trust Date, with regard to the Plan effective on the date the assets of which are transferred to the Trustee, and to contribute to the Trust assets that shall be held therein, subject to the claims of Sponsor’s creditors in the event of Sponsor’s Insolvency, as herein defined, until paid to Participants and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that the Trust shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);

WHEREAS, it is the intention of the Sponsor to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan; and

WHEREAS, the Trustee is willing to hold and invest the aforesaid assets in trust among several investment options selected by the Sponsor.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

Section 1. Definitions. The following terms as used in this Trust Agreement have the meanings indicated unless the context clearly requires otherwise:

(a)                        “Agreement” shall mean this Trust Agreement, as the same may be amended and in effect from time to time.

(b)                       “Business Day” shall mean any day on which the New York Stock Exchange (NYSE) is open.

(c)                        “Code” shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time

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to time.

(d)                       “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time.

(e)                        “Fidelity Mutual Fund” shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.

(f)                          “Insolvency” shall mean that the Sponsor is or has become insolvent as defined in Section 13(a).

(g)                       “Mutual Fund” shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual Funds.

(h)                       “Non-Fidelity Mutual Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any of its affiliates.

(i)                           “Participant” shall mean, with respect to the Plan, any individual who has accrued a benefit under the Plan, which has not yet been fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the benefit of such an individual until such benefit has been fully distributed and/or forfeited.

(j)                           “Permissible Investment” shall mean any of the investments specified by the Sponsor as available for investment of assets of the Trust and agreed to by the Trustee. The Permissible Investments shall be listed in the Service Agreement.

(k)                        “Plan” shall mean the plan or plans described in the Service Agreement.

(l)                       “Reconciliation Period” shall mean the period beginning on the date of the initial transfer of assets to the Trust and ending on the date of the completion of the reconciliation of Participant records.

(m)                 “Reporting Date” shall mean the last day of each calendar quarter, the date as of which the Trustee resigns or is removed pursuant to this Agreement and the date as of which this Agreement terminates pursuant to Section 9 hereof.

(n)                   “Service Agreement” shall mean the agreement between the Trustee and the Sponsor for the Trustee, through certain affiliates and related companies, to provide administrative and recordkeeping services for the Plan.

(o)                   “Sponsor” shall mean Regis Corporation, as identified in the first paragraph of this Agreement, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the responsibility of the Sponsor under this Agreement.

(p)                   “Trust” shall mean the Regis Corporation Executive Retirement Savings Plan Trust, being the trust restated by the Sponsor and the Trustee pursuant to the provisions of the Agreement.

(q)                   “Trustee” shall mean Fidelity Management Trust Company, a Massachusetts trust company and any successor to all or substantially all of its trust business. The term Trustee shall also include any successor trustee appointed pursuant to this Agreement to the extent such successor agrees to serve as Trustee under the Agreement.

Section 2. Trust.

(a)                   Establishment. The Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from a previous trustee, such additional sums of money as

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shall from time to time be delivered to the Trustee, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein, without distinction between principal and income. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of the Agreement.

(b)                  Grantor Trust. The Trust is intended to be a grantor trust, of which the Sponsor is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, and shall be construed accordingly.

(c)                   Trust Assets. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Sponsor and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and the Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Sponsor. Any assets held by the Trust will be subject to the claims of the Sponsor’s general creditors under federal and state law in the event of Insolvency, as defined in this Agreement.

(d)                  Non-Assignment. Benefit payments to Participants and their beneficiaries from the Trust may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered, or subjected to attachment, garnishment, levy, execution, or other legal or equitable process. Nothwithstanding anything in this Agreement to the contrary, the Sponsor can direct the Trustee to disperse monies pursuant to a domestic relations order as defined in Code section 414(p)(1)(B) in accordance with Section 4(a).

Section 3. Payments to Sponsor. Except as provided under the Agreement, the Sponsor shall have no right to retain or divert to others any of the Trust assets before all benefit payments have been made to the Participants and their beneficiaries pursuant to the terms of the Plan. The Sponsor may direct the Trustee in writing to pay the Sponsor any amount in excess of the amount needed to pay all of the benefits accrued under the Plan as of the date of such payment.

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Section 4. Disbursements.

(a)                   Directions from Sponsor.

(i)         If the Service Agreement provides that the Trustee will make distributions of Plan benefits directly to Participants and beneficiaries, the Trustee shall disburse monies to Participants and their beneficiaries for benefit payments in the amounts that the Sponsor directs from time to time in writing. The Trustee shall have no responsibility to ascertain whether the Sponsor’s direction complies with the terms of the Plan or of any applicable law. The Trustee shall be responsible for federal or state income tax reporting or withholding with respect to such Plan benefits. The Trustee shall not be responsible for tax reporting or withholding of FICA (Social Security and Medicare), any federal or state unemployment, or local tax with respect to Plan distributions.

(ii)      If the Service Agreement provides that the Sponsor shall be responsible for making distributions of benefits to Participants and beneficiaries, then the Trustee shall disburse monies to the Sponsor for benefit payments in the amounts that the Sponsor directs from time to time in writing. The Trustee shall have no responsibility to ascertain whether the Sponsor’s direction complies with the terms of the Plan or any applicable law. The Trustee shall not be responsible for: (1) making benefit payments to Participants under the Plan; or, (2) any federal, state or local tax reporting or withholding of any kind with respect to such Plan benefits.

(b)                  Limitations. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement.

Section 5. Investment of Trust.

(a)                   Selection of Investment Options. The Trustee shall have no responsibility for the selection of investment options under the Trust and shall not render investment advice to any person in connection with the selection of such options.

(b)                  Available Investment Options. The Sponsor shall direct the Trustee as to what investment options the Trust shall be invested in (i) during the Reconciliation Period, and (ii) following the Reconciliation Period, subject to the following limitations. The Sponsor may include only Permissible Investments as described in the Service Agreement; provided, however, that the Trustee shall not be considered a fiduciary with investment discretion. The Sponsor may add or remove investment options with the consent of the Trustee and upon mutual amendment of the Service Agreement to reflect such additions.

(c)                   Investment Directions. In order to provide for an accumulation of assets comparable to the contractual liabilities accruing under the Plan, the Sponsor may direct the Trustee in writing to invest

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the assets held in the Trust to correspond to the hypothetical investments made for Participants in accordance with their direction under the Plan.

(d)                  Funding Mechanism. The Sponsor’s designation of available investment options under paragraphs (a) and (b) above, the maintenance of accounts for each Participant under the Plan and the crediting of investments to such accounts, and the exercise by Participants of any powers relating to investments under this Section 5 are solely for the purpose of providing a mechanism for measuring the obligation of the Sponsor to any particular Participant under the Plan. As further provided in the Agreement, no Participant or beneficiary will have any preferential claim to or beneficial ownership interest in any asset or investment held in the Trust, and the rights of any Participant and his or her beneficiaries under the Plan and the Agreement are solely those of an unsecured general creditor of the Sponsor with respect to the benefits of the Participant under the Plan.

(e)                   Mutual Funds. The Sponsor hereby acknowledges that it has received from the Trustee a copy of the prospectus for each Mutual Fund selected by the Sponsor as a Permissible Investment. Trust investments in Mutual Funds shall be subject to the following limitations:

(i)                       Execution of Purchases and Sales. Purchases and sales of Permissible Investments (other than for Exchanges) shall be made on the date on which the Trustee receives from the Sponsor in good order all information and documentation necessary to accurately effect such purchases and sales (or in the case of a purchase, the subsequent date on which the Trustee has received a wire transfer of funds necessary to make such purchase). Exchanges of Permissible Investments shall be made on the same Business Day that the Trustee receives a proper direction if received before market close (generally 4:00 p.m. eastern time); if the direction is received after market close (generally 4:00 p.m. eastern time), the exchange shall be made the following Business Day.