Source of Benefit Payments.   This Plan is intended to be an unfunded plan of deferred compensation for a select group of management or highly compensated individuals, and it is intended that a SERP Benefit payable hereunder will be paid from the general assets of the Company. However, in the event of a threatened or actual Change in Control of the Company, assets shall be contributed to a “rabbi trust” (within the meaning of Rev. Proc. 92-64) established by the Corporation. The amount of such assets to be contributed shall be equal to the value of all amounts payable to each Participant or Surviving Spouse or estate, under Sections 6 and 7 of the Plan, as determined by the actuary immediately prior to the date on which the assets are contributed to such trust. Any such trust shall be established as a grantor trust, of which the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. Notwithstanding the foregoing provisions of this Section 9.4 or any provision of the Plan to the contrary: (i) no assets shall be set aside in the deferred compensation trust or any other trust if the provisions of such trust restrict the assets of the trust in a manner that would result in a transfer of property as provided under Code Section 409A(b)(2) (relating to the employer’s financial health) or Code Section 409A(b)(3) (relating to the funding status of the employer’s defined benefit plans); and (ii) no contribution to any such trust may be made during any “restricted period” within the meaning of Code Section 409A(b)(3).”