AMENDED AND RESTATED ALBERMARLE CORPORATION BENEFITS PROTECTION TRUST

Exhibit 10.9

ALBEMARLE CORPORATION

BENEFITS PROTECTION TRUST

As Amended and Restated Effective December 13, 2006

TABLE OF CONTENTS

BENEFITS PROTECTION TRUST AGREEMENT

THIS AGREEMENT, made as of the 13 ^th day of December, 2006, by and between ALBEMARLE CORPORATION, a corporation organized and existing under the laws of the State of Virginia (hereinafter referred to as the “Company”), and MERRILL LYNCH BANK & TRUST COMPANY FSB (hereinafter referred to as the “Trustee”), amends and restates in its entirety that certain trust agreement between the parties dated as of May 21, 2004.

WITNESSETH :

WHEREAS, the Company has adopted the Albemarle Corporation Supplemental Executive Retirement Plan (the “SERP”), the Albemarle Corporation Executive Deferred Compensation Plan (“the “EDCP”) and the Albemarle Corporation Severance Pay Plan (the “Severance Plan”); and

WHEREAS, the Company has entered into Severance Compensation Agreements with certain of the Company’s executives (the “Severance Agreements”);

WHEREAS, the SERP, the EDCP, the Severance Plan, the Severance Agreements and such other plans, programs, and policies adopted by the Company from time to time and listed on Schedule 1 are hereinafter referred to collectively as the “Protected Plans”;

WHEREAS, the Company wishes to establish a Benefits Protection feature to provide a source of funds for participants in the Protected Plans to bring claims against the Company for benefits denied them after a Change in Control of the Company;

WHEREAS, the Trust is intended to be a “grantor trust” with the corpus and income of the Trust treated as assets and income of the Company for federal income tax purposes pursuant to Sections 671 through 678 of the Internal Revenue Code of 1986 (the “Code”), as amended; and

WHEREAS, the Company intends that the assets of the Trust will be subject to the claims of creditors of the Company as provided in Article SIXTEENTH; and

WHEREAS, the Company intends that the existence of the Trust will not alter the characterization of the Protected Plans as “unfunded” and will not be construed to provide taxable income to any participant under the Protected Plans prior to actual payment of benefits thereunder; and

WHEREAS, the Board of Directors of the Company shall appoint an Administrative Committee (the “Committee”) as provided in Article NINTH;

WHEREAS, the Trustee is not a party to the Protected Plans and makes no representations with respect thereto, and all representations and recitals with respect to the Protected Plans shall be deemed to be those of the Company;

NOW, THEREFORE, the Company and the Trustee agree as follows:

FIRST: Definitions .

(a) Any term that is referenced in the Protected Plans shall have in this Agreement the same meaning ascribed to it in the Protected Plans, unless the context clearly indicates a different meaning.

(b) For purposes of this Agreement, a Change In Control shall have the meaning described in Exhibit C.

The Company shall notify the Committee and the Trustee in writing of the occurrence of any event described in Exhibit C, as soon as practicable after the Company first learns of such event. The Committee and the Trustee may conclusively rely upon such notice from the Company in performing any of their obligations or taking any action under this Agreement which is dependent upon a Change In Control having occurred. The Trustee and the Committee may also request that the Company furnish evidence to determine, or to enable the Committee to determine, whether a Change In Control has occurred. The Company’s or Committee’s determination whether a Change In Control has occurred shall be binding and conclusive on all Participants.

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SECOND: Creation of Trust . (a) The Company hereby establishes with the Trustee and the Trustee hereby accepts a trust consisting of the following property:

(1) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time as contributions under the SERP, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “SERP Account”);

(2) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time as contributions under the EDCP, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “EDCP Account”);

(3) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked to pay cash payments owed under the Severance Agreements, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “Severance Agreements Account”)

(4) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked to pay benefits under the Severance Plan, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “Severance Plan Account”) and

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(5) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked for the Benefits Protection Account, together with the earnings thereon, and realized and unrealized gains (net of any losses) attributable thereto, (all of which is hereinafter called the “Benefits Protection Account”). Neither the cash nor any other property held in the Benefits Protection Account shall be available for payment of benefits to participants and beneficiaries under the Protected Plans.

(b) The Trustee or the Investment Director, if applicable, for investment purposes only, may commingle all Trust assets and treat them as a single fund, but the records of the Trustee or the Investment Director, if applicable, at all times shall show the percentages of the Trust allocable to the SERP Account, the EDCP Account, the Severance Agreements Account, the Benefits Protection Account and such other Account(s) as may subsequently be established under this Trust (herein referred to collectively as the “Accounts”).

(c) The assets of the Accounts shall be used to discharge the obligations of the Company as follows:

(1) The assets of the SERP Account shall be used to discharge the obligations of the SERP.

(2) The assets of the EDCP Account shall be used to discharge the obligations of the EDCP.

(3) The assets of the Severance Agreements Account shall be used to discharge the obligations of the Severance Agreements.

(4) The assets of the Benefits Protection Account may be used as set forth in Paragraph (c) of Article EIGHTH.

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(5) Prior to a Change In Control, the Company may direct the Trustee to reallocate the assets of an Account to one or more other Accounts.

(6) After a Change In Control, the Committee may direct the Trustee to transfer the assets of an Account to one or more other Accounts if either (i) the Protected Plan for which such Account was established has expired or terminated, and all liabilities with regard to such expired or terminated Protected Plan have been satisfied pursuant to Paragraph (d) of Article FIFTEENTH, or (ii) the Committee, in its sole discretion, determines that the remaining assets of such Account, after such transfer, are reasonably sufficient to cover the liabilities of the Protected Plan for which such Account was established.

(d) The Company and the Trustee agree that the Trust created herein shall not be revocable by the Company or by any successor thereto, and is intended to be a grantor trust under the provisions of Sections 671 through 678 of the Internal Revenue Code of 1986, as amended.

(e) The Company may add funds to the Trust at any time and shall designate the Account to which such funds shall be credited. Any such additional funds shall also be available to pay the fees and expenses of the Trustee and/or the Committee.

(f) Upon a Change In Control, the Company shall, as soon as possible, but in no event longer than ten (10) days following the Change In Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Participants or beneficiaries the benefits to which the Participants or beneficiaries would be entitled pursuant to the terms of the EDCP as of the date of the Change In Control. The amount of such irrevocable contribution shall be determined by the Company’s independent actuary engaged by the Company prior to the Change In Control. If no actuary has been so appointed, the Company’s actuary under its qualified defined benefit plan shall be the actuary for purposes of this provision.

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THIRD: Payments from the Trust . (a) Subject to Paragraph (b) of Article SIXTEENTH hereof, the Trustee, from time to time upon receipt of direction from the Company prior to a Change In Control, and from the Committee after a Change In Control, shall make payments from the Trust, as specified in such direction to such persons, in such manner and in such amounts as the Company or the Committee, as the case may be, shall direct, and amounts paid pursuant to such direction (or in accordance with Article SEVENTH hereof) thereafter no longer shall constitute a part of the Trust.

(b) The Company may, from time to time prior to a Change In Control, furnish the Trustee with certain information regarding the participants and beneficiaries under the Protected Plans and the determination of the benefits under the Protected Plans (hereinafter referred to as “Participant Data”). The Trustee shall be entitled to rely on the accuracy of the Participant Data provided by the Company prior to a Change In Control, and shall have no duty to verify the accuracy thereof. The Company shall, after a Change In Control and upon the request of the Committee, furnish the Committee with Participant Data at least once each Protected Plan Year. Such Participant Data shall include, to the extent applicable, (1) names, addresses, dates of birth, and social security numbers of each participant and beneficiary in the Protected Plans; (2) the amount and form of benefits under each of the Protected Plans of each participant and beneficiary if such participant would retire or die as of either the last day of such Protected Plan Year or the last day of the Protected Plan Year in which such Participant attained age 60; (3) earnings history, compensation (cash and deferred) and bonus history of each participant; (4) a schedule of the estimated yearly cash payments under the Protected Plans; and (5) any other information regarding the Protected Plan which the Committee may reasonably request or which the Committee may deem necessary to administer this Trust.

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After a Change In Control and notwithstanding any other provisions of this Agreement, the Trustee shall, upon receipt of direction from the Committee, to the extent funds are available in the Trust for such purpose, make payments to participants and beneficiaries in such manner and in such amounts as the Committee shall determine they are entitled to be paid under the Protected Plans based on the most recent Participant Data furnished to the Committee by the Company prior to a Change In Control and any supplemental information furnished to the Committee by a participant or beneficiary upon which the Committee may reasonably rely in making such determination. The Committee may make such reasonable inquiry of the Company as is necessary to determine whether any amounts that would otherwise be payable under this Agreement have previously been paid by the Company, and may reasonably rely on any information provided by the Company with regard to such payment. A determination by the Committee with regard to a participant’s entitlement to payments under the terms of this Agreement shall be binding as to all participants and the Company.

(c) In the event it shall be determined prior to a Change In Control that the participants and/or beneficiaries of the Protected Plan are subject to any tax under the terms of the Trust created hereunder, then the Trustee, upon receipt of direction from the Company, shall make payments from the Trust to such persons, in such manner and in such amounts as the Company shall direct, for purposes of (1) paying the amount of Federal, State and Local tax and interest and any penalties thereon which such participants and/or beneficiaries may incur arising out of such determination or (2) distributing the interests of participants and beneficiaries in the Trust. In the event such a determination is made after a Change In Control occurs, then each participant or beneficiary who is subject

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to such tax, may notify the Committee, in writing, to direct the Trustee to make payments from the Trust for either of the purposes set forth in section (1) or (2) of the preceding sentence. The Trustee shall not make the payments for the purposes set forth in the first sentence of this Paragraph (c) without such written direction.

(d) Payments to participants and beneficiaries pursuant to Paragraphs (b) and (c) of this Article THIRD shall be made by the Trustee to the extent that Trust funds for such purposes are sufficient to allow such payments. Subject to Paragraph (d) of Article SECOND, in any month in which the Committee directs the Trustee to make payments from the Trust and the Committee determines that a particular Account in the Trust does not have sufficient funds to provide for the payment of all amounts otherwise payable to participants and beneficiaries in such month under the Protected Plan, the amount otherwise payable to each such participant or beneficiary under such Protected Plan during such month shall be multiplied by a fraction, the numerator of which is the amount of funds then available for the payment of benefits under such Protected Plan and the denominator of which is the total of the benefits payable prior to such reduction during such month to all participants and beneficiaries under such Protected Plan.

FOURTH: Management of Trust Assets . (a) Subject to Paragraph (b) of this Article FOURTH, the Company, through its Benefit Plans Investment Committee, prior to a Change In Control, shall have exclusive authority and discretion to manage and control the Trust assets, and pursuant to such authority and discretion, may direct the Trustee, to the extent permitted by law, to exercise, from time to time and at any time, the power:

(1) To invest and reinvest the Trust, without distinction between principal and income, in shares of stock (whether common or preferred) or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or

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secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured) and other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets, and in order to reduce the rate of interest rate fluctuations, contracts, as either buyer or seller, for the future delivery of United States Treasury securities and comparable Federal-Government-backed securities; provided, however, that the Trustee, upon specific directions in writing from the Company, and in conformity with Exhibit D, shall invest and reinvest some or all of the assets of the Trust in qualifying securities issued by the Company or by an affiliate of the Company, to the extent permitted by the Employee Retirement Income Security Act of 1974, unless the Trustee shall deem such directed investment or reinvestment to be inconsistent with the provisions of Paragraph (a) of Article EIGHTH and that the Trustee may retain any such securities acquired for the Trust at the direction of the Company until the Company directs the Trustee to dispose of them; but no direction of the Company to sell any securities issued by the Company or by an affiliate of the Company shall be binding if it would require the Trustee to violate any law respecting the public distribution of securities, and, in any event, without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s investing in, or reinvesting in or selling such securities in accordance with any direction from the Company or by reason of the Trustee’s failure to sell any such securities in the absence of any direction from the Company to sell them; and

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(2) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any real or personal property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of or to inquire into the validity, expediency or propriety of any such disposition;

(3) To manage, operate, repair and improve, and mortgage or lease for any length of time any real property held in the Trust; to renew or extend any mortgage, to agree to reduction of the rate of interest or any other modification in the terms of any mortgage or of any guarantee pertaining to it; to enforce any covenant or condition of any mortgage or guarantee or to waive any default in the performance thereof; to exercise and enforce any right of foreclosure; to bid in property on foreclosure; to take a deed in lieu of foreclosure with or without paying consideration therefor and in connection therewith to release the obligation on the bond secured by the mortgage; and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any mortgage or guarantee;

(4) To exercise, personally or by general or limited proxy, the right to vote any shares of stock, bonds or other securities held in the Trust; to delegate discretionary voting power to trustees of a voting trust for any period of time; and to exercise, personally or by power of attorney, any other right appurtenant to any securities or other property of the Trust;

(5) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation, or any plan therefor, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust; to pay from the

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Trust any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depositary; and to retain any property allotted to the Trust in any reorganization, recapitalization, consolidation, merger or liquidation;

(6) To exercise or sell any conversion or subscription or other rights appurtenant to any stock, security or other property held in the Trust;

(7) To borrow from any lender (including the Trustee in its individual capacity) money, in any amount and upon any reasonable terms and conditions, for purposes of this Agreement, and to pledge or mortgage any property held in the Trust to secure the repayment of any such loan;

(8) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless;

(9) To make loans of securities held in the Trust to registered brokers and dealers upon such terms and conditions as are permitted by applicable law and regulations, and in each instance to permit the securities so lent to be registered in the name of the borrower or a nominee of the borrower, provided that in each instance the loan is adequately secured and neither the borrower nor any affiliate of the borrower has discretionary authority or control with respect to the assets of the Trust involved in the transaction or renders investment advice with respect to those assets;

(10) To invest and reinvest any property in the Trust in any other form or type of investment not specifically mentioned in this Paragraph (a) of Article FOURTH, so long as such form or type of investment is a form or type of investment approved by the Benefit Plans Investment Committee, for the investment of assets of the Trust.

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(b) (1) (A) Prior to a Change In Control, the Benefit Plans Investment Committee of the Company, at any time and from time to time, may direct the Trustee to segregate one or more specified portions of the Trust into a separate investment account or accounts (each hereinafter called a “Segregated Investment Account”), and may appoint and designate an Investment Director to direct the Trustee in the management of the assets of each such Segregated Investment Account (hereinafter called “that Investment Director’s Segregated Investment Account”).

(B) Any Investment Director appointed by the Benefit Plans Investment Committee of the Company may be either an officer or employee of the Company, a subsidiary or affiliate of the Company, or an Investment Manager. Any Investment Manager must be either (i) an investment adviser registered as such under the Investment Advisers Act; or (ii) a bank, as defined in that Act; or (iii) an insurance company qualified to perform services in the management, acquisition or disposition of the assets of the Trust under the laws of more than one State. The Trustee until notified in writing to the contrary shall be fully protected in relying upon any written notice of the appointment of an Investment Director furnished to it by the Company. In the event of any vacancy in the office of Investment Director, the Company shall be deemed to be the Investment Director of that Investment Director’s Segregated Investment Account until an Investment Director shall have been duly appointed to direct the Trustee in the management of the assets of that Investment Director’s Segregated Investment Account; and in such event until an Investment Director shall have been so appointed and qualified, references herein to the Company’s acting in respect of that

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Investment Director’s Segregated Investment Account pursuant to direction from the Investment Director shall be deemed to authorize the Company to direct the Trustee on the investment or the assets of that Investment Director’s Segregated Investment Account, and subparagraphs (4) and (5) of this Paragraph (b) shall have no effect and shall be disregarded.

(2) Any Investment Director appointed pursuant to Paragraph (b) (1) of this Article FOURTH shall have exclusive authority and discretion to manage and control the assets of that Investment Director’s Segregated Investment Account, and pursuant to such authority and discretion may direct the Trustee from time to time and at any time:

(A) To invest and reinvest that Investment Director’s Segregated Investment Account, without distinction between principal and income, in shares of stock (whether common or preferred) or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured) and other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets, and in order to reduce the risk of interest rate fluctuations, contracts, as either buyer or seller, for the future delivery of United States Treasury securities and comparable Federal Government-backed securities; provided, however, that the Trustee, upon specific directions in writing from that Investment Director, and in conformity with Exhibit D, shall invest and reinvest some or all of the assets of that Investment Director’s Segregated Investment Account in qualifying securities issued by the

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Company or by an affiliate of the Company, to the extent permitted by the Employee Retirement Income Security Act of 1974, unless the Trustee shall deem such directed investment or reinvestment to be inconsistent with the provisions of Paragraph (a) of Article EIGHTH and that the Trustee may retain any such securities acquired for that Investment Director’s Segregated Investment Account at the direction of that Investment Director until that Investment Director directs the Trustee to dispose of them; but no direction of any Investment Director to sell any securities issued by the Company or by an affiliate of the Company shall be binding if it would require the Trustee to violate any law respecting the public distribution of securities, and, in any event, without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s investing in, or reinvesting in or selling such securities in accordance with any direction from any Investment Director or by reason of the Trustee’s failure to sell any such securities in the absence of any direction from that Investment Director to sell them; and

(B) To perform acts similar to those authorized to the Trustee in subparagraphs (2) through (10) of Paragraph (a) of this Article FOURTH.

(3) In addition, each Investment Director, from time to time and at any time may delegate to the Trustee discretionary authority to invest and reinvest funds of that Investment Director’s Segregated Investment Account in debt securities (including obligations of the Government of the United States) payable on demand or having maturities not exceeding one year or in interests in any trust fund that has been or shall be created and maintained by the Trustee or any of its affiliates as trustee for the collective short-term

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investment of funds, the instrument creating such trust fund, together with any amendments, modifications or supplements thereof, being hereby effective when and as such investments are made, incorporated in and made a part of this Agreement as fully and to all intents and purposes as if set forth herein at length.

(4) The Trustee shall exercise in respect of each Investment Director’s Segregated Investment Account the powers set forth in Paragraph (b) (2) of this Article FOURTH only when and to the extent directed in writing by that Investment Director. Each Investment Director, from time to time and at any time, may issue orders for the purchase or sale of securities directly to a broker or dealer, and for such purpose the Trustee will upon request execute and deliver to that Investment Director one or more trading authorizations. Written notification of the issuance of each such order shall be given promptly to the Trustee by that Investment Director, and the execution of each such order shall be confirmed by the broker to that Investment Director and to the Trustee. Such notification shall be authority to the Trustee to receive securities purchased against payment therefor and to deliver securities sold against receipt of the proceeds therefrom, as the case may be.

(5) The Trustee shall not be liable for any act or omission of any Investment Director, and shall not be under any obligation to invest or otherwise manage the assets of the Trust which are subject to the management of any Investment Director. Without limiting the generality of the foregoing, the Trustee shall not be liable by reason of its taking or refraining from taking at the direction of any Investment Director any action in respect of that Investment Director’s Segregated Investment Account, pursuant to this Paragraph (b), or pursuant to a notification of an order to purchase or sell securities by the Committee or for the account of any Investment

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Director’s Segregated Investment Account issued by that Investment Director nor shall the Trustee be liable by reason of its refraining from taking any action with respect to any Investment Director’s Segregated Investment Account because of the failure of such Investment Director to give such direction or order; the Trustee shall be under no duty to question or to make inquiries as to any direction or order or failure to give direction or order by any Investment Director; and the Trustee shall be under no duty to make any review of investments acquired for any Investment Manager’s Segregated Investment Account at the direction or order of that Investment Manager and shall be under no duty at any time to make any recommendation with respect to disposing of or continuing to retain any such investment.

(6) Without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s taking or refraining from taking any action in accordance with this Paragraph (b), including, without limiting the generality of the foregoing, any claim or liability that may be asserted against the Trustee on account of failure to receive securities purchased, or failure to deliver securities sold, pursuant to orders issued by an Investment Director directly to a broker or dealer.

(c) After a Change In Control occurs, the Committee shall have the exclusive authority and discretion to manage and control the Trust assets, and may appoint an Investment Director or an Investment Manager (as defined in Paragraph (b) (1) (A) of this Article FOURTH) including an affiliate of the Company or the Trustee to manage the investment of the Trust assets. Pursuant to such

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authority and discretion, the Committee, or any investment manager appointed pursuant to this Paragraph (c), may exercise, from time to time and at any time, the power to hold or dispose of any assets held by the Trust on the date a Change In Control occurs, and shall invest and reinvest the Trust, without distinction between principal and income, in accordance with the provisions described in Paragraph (a) of this Article FOURTH

FIFTH: Administrative Powers . The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administrative powers and authority with respect to the Trust:

(a) To hold property of the Trust in its own name or in the name of a nominee or nominees, without disclosure of the Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of the Trust in accordance with the provisions of this Agreement; the Trustee’s books and records shall at all times show that such property is part of the Trust;

(b) To continue to hold any property of the Trust whether or not productive of income; to reserve from investment and keep unproductive of income, without liability for interest, cash temporarily awaiting investment and such cash as it deems advisable or as the Company from time to time may specify prior to a Change In Control in order to meet the administrative expenses of the Trust or anticipated distributions therefrom;

(c) To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article FOURTH hereof;

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(d) To employ in the management of the Trust suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(e) To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; and

(f) To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in Articles FOURTH, FIFTH, and SIXTH hereof or otherwise in the best interests of the Trust.

SIXTH: Insurance and Annuity Contracts . (a) The Trustee, upon written direction of the Company prior to a Change In Control, or from the Committee after a Change In Control, shall pay from the Trust such sums to such insurance company or companies as the Company may direct for the purpose of procuring participating or nonparticipating insurance and/or annuity contracts for the Trust (hereinafter in Article SIXTH referred to as “Contracts”). The Company shall prepare, or cause to be prepared in such form as it shall prescribe, the application for any Contract to be applied for. The Trustee shall receive and hold in the Trust, subject to the provisions hereinafter set forth in this Article SIXTH, all Contracts so obtained.

(b) The Trustee shall be the complete and absolute owner of Contracts held in the Trust and, upon written direction of the Company prior to a Change In Control or the Committee after a Change of Control, shall have the power, without the consent of any other person, to exercise any and all of the rights, options or privileges that belong to the absolute owner of any Contract held in the

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Trust or that are granted by the terms of any such Contract or by the terms of this Agreement. The Trustee shall have no discretion with respect to the exercise of any of the foregoing powers or to take any other action permitted by any Contract held in the Trust, but shall exercise such powers or take such action only upon the written direction of the Company and the Trustee shall have no duty to exercise any of such powers or to take any such action unless and until it shall have received such direction. The Trustee, upon the written direction of the Company prior to a Change In Control, shall deliver any Contract held in the Trust to such person or persons as may be specified in the direction.

(c) The Trustee shall hold in the Trust the proceeds of any sale, assignment or surrender of any Contract held in the Trust and any and all dividends and other payments of any kind received in respect of any Contract held in the Trust.

(d) Upon the written direction of the Company prior to a Change In Control, the Trustee shall pay from the Trust premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Trust. The Trustee shall have no duty to make any such payment unless and until it shall have received such direction. After a Change In Control, the Trustee shall pay from the Trust premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Trust, only upon direction from the Committee.

(e) No insurance company that may issue any Contract or Contracts held in the Trust shall be deemed to be a party to this Agreement for any purpose, or to be responsible in any way for the validity of this Agreement or to have any liability under this Agreement other than as stated in each Contract that it may