[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

“Approved Fund” has the meaning specified in [Section 11.06(g)].

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by # such Lender, # an Affiliate of such Lender or

“Approved Fund” means any Fund that is administered or managed by # a Lender, # an Affiliate of a Lender or # an entity or an Affiliate of an entity that administers or manages a Lender.

Adjustment of Fund Subaccounts. Each business day, each Fund Subaccount within a Participant’s Plan Year Account # shall be credited or charged (the case may be) with # an amount determined by multiplying the balance credited to such Subaccount as of the prior day, plus deferrals credited that day to such Subaccount, by the Investment Adjustment for the Fund to which such Subaccount relates, # shall be credited with any transfer to such Fund Subaccount from another such Subaccount, and charged with any transfer from such Fund Subaccount to another such Subaccount, and # shall be charged with the amount of any payments therefrom under the Plan.

The fund shall be valued by the trustee on the last day of each plan year and as of any interim allocation date determined by the plan administrator. The valuation shall be made on the basis of the current fair market value of all property in the fund.

Creation of Trust Fund. All amounts received under the Plan from Employers and investments shall be held as the Trust Fund pursuant to the terms of this Plan and of the Trust Agreement between the Bank and the Trustee. The benefits described in this Plan shall be payable only from the assets of the Trust Fund, and none of the Bank, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, and the Trustee shall be liable for payment of any benefit under this Plan except from the Trust Fund.

No Sinking Fund Obligations. The Series C Preferred Units shall not be subject to any sinking fund or other obligation to redeem, repurchase or retire the Series C Preferred Units other than to the extent set forth in this Section ‎7.

MGEE Deemed Investment Fund. If the MGEE Deemed Investment Fund is available, once any portion of any Deferred Compensation Account is allocated to the MGEE Deemed Investment Fund, such allocation may not be reallocated again to any other Deemed Investment Fund before the Employee incurs a Separation from Service. Upon the Employee’s Separation from Service, the Employee may generally reallocate their Deferred Compensation Account to other Deemed Investment Funds, unless the Employee is, at the time of such reallocation, an “insider” as defined under applicable securities laws and the Committee determines the Employee cannot make such reallocation.

Sale of Escrow Fund. In the event that a sale of any or all of the Escrow Fund is necessary or required under the terms of this Agreement, the Escrow Agent agrees to use its best efforts to effect such a sale at a reasonable price. The parties hereto agree that the acceptance by the Escrow Agent of any offer or offers to purchase any or all of the Escrow Fund shall be binding and conclusive upon the parties hereto. The Escrow Agent shall not be liable for the exercise of its judgment in accepting or rejecting any sale or sales consideration. The Escrow Agent shall not be liable for any failure to receive any offer or offers from the public, or from the parties hereto, to purchase all or such part of the Escrow Fund as may be offered for sale by the Escrow Agent provided that the Escrow Agent shall have made reasonable efforts to obtain such an offer or offers. All expenses and obligations incurred in connection with any sale of any or all of the Escrow Fund shall be charged against the proceeds and the surplus, if any, shall be delivered to the distributes under this Agreement.