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ESCROW AGREEMENT 31St ~~'~° r This ESCROW AGREEMENT (the "Agreement") is entcred into es of this 30th day of u;wv-^ rspleiwbgrr 1996 by end betwxn Rwrgenired CF&I Steel Curpontion ("Reorgeniud CFI"), Connecticut Generil Life Insurance Company ("CGLIC"), and the E,quinble Life Assurance Society of Americo ("Equiable") (wllectively referted tom "Depositors" herein) Md Colorado National Bank ("CNB") as exrow agent ("Escrow Agent"). A. Reorgenittd CFI, CGLIC, and Equiable have entered into q Settlement Agreement end Mutual Rcleax (Ihe "Release") dated 191bwhich provides (hei CGLIC will pay to Rwrganiud CFI for the benefit of its Retirees the sum of 5741,049.74 in full xnlement of ell claims in the casts pending in U.S. District Coup for the District of Colorado, Case No. 90-B-867 end N the United States Bankruptcy Coup for the District of Uuh (the "Bankruptcy Court"), Adversary Procxding No. 94-PB-2451. B. The Release is specifically contingent upon the approval of the Bankruptcy Court in ReorganiuA CFI's edminislretive bankruptcy case. NOW THEREFORE, in wruidention of the mutual covenants wnuined herein and in the Release, and other good end valuable considenlion, the parties hereby agree m follows: I. F•crow Agent. Reorgenissd CFI, USWA, Fquiuble and CGLIC eppoim CNB ss Escrow Agent to serve in accordance with the terms, wndition end provisions of this Agreement end CNB by execution end delivery of this Agreement accepts such eppointrnent upon the terms, conditions end provisions provided herein. 2. PaY • H Id'n F•r ad D"•b ,n •. Upon execution of this Agreement CGLIC shell deposit the principal sum of 5741,049.74 to CNB to be held in vest for the benefit of Reorgenired CFI's retirees in en interest bearing escrow eptoMt. Withdnwels or disbutxmenu may be made 6om the exrow eccaMt upon receipt by the Escrow Agent of writlen notice from Reorgmiud CFI punumt to the temu of the Release. The principal sum with ecemed interest dull remain in the exrow eccoMt Mtil such time es such sums may be rclessed or distributed pursuant to terms of the Releax. The Exrow Agent may invest funds only et the written dirations of Depositors, which direction may be xt out initially herein or may be given et same later tune, dl in eccordnnce with the terms of this Agreement. Such investmenu may include inkrcat bearing eccoMts et Colorado Neliorul Bank which may be in ezcan of FDIC inured emoMts. The Escrow Agent shell not be liable for losxs, penalties or charges incurred upon any sale or purchase of any such investment. In the ebxnca of written direction the Esemw Agent shell not make any investment end tie funds will bt held in cash. ' ). DD~rnoadhiGties of Escrow AOe^al. The duties Nd responsibilities of Escrow Agent shall be I'unital to thox expressly xt forth herein. Escrow Agent shell be Mder rtes responsibility with respect to the payments received from COLIC other then to feiUd'ully follow the inswcliona wnlained herein. Escrow Agent shall not be requireA, but shell have the right er in option, to deterM any legal proceedings Ihel may be instituted against it wish respect to the subject matter of thex inllUCliolu. 4. 1 iahiliry of F, e~ A°ent. Exrow Agent shall incur no liability whatsoever to Reorganised CFI or CGLIC Mder this Agreement except for willful misconduct or gross negligence of Exrow Agent. Escrow Agent shell be fully proleeted in relying upon any written notice, demand, certificate, ar document which it in good faith may believe to be genuine. 5. Ind niF r•tinn of R• row AoL. Rwrgeniud CFI, Equitable and CGLIC agree to indemnify and save Escrow Agent harmless from any claims, liabilities, judgments, attorneys' (ees, court vests end other expenses of every kind end nature that may be incurred by it by season of iV acceptance oL end its perfomance Mder, this Agreement, except for willful misconduct or gross negligence of Escrow Agent. 6. Comnemetion of Furrow A_oent. In wnsidention of the eccepunct of this Escrow by the Exrow Age,lt, CGLIC, Equitable end Reotgenired CFI, for Nemselves, their heirs, legal rcpresenutives, executor, administratore, successor Md assigns, shell 6e join0y end xverely liable to the Exrow Agent for ell expenscs and fees, including but not limited lo, eztreordituvy fees associated with the performMa of other than ordinary duties. The Escrow Agent shall have a tint end prior lien on all dle Exrow Property to secure iv indemnification end payment of fees end expenxe. In the event payment is not received promptly 6om CGLIC end Reorganised CFI Depositor, the Exrow Agent is authorised to deduct few end expenses without prior notice 6om any deposited funds. Escrow fees for the performance o(ordinery duties: (e) Setting up Feea: (b) AMUaI Fee (payable (c) N advance, per year or Mis«IlMeotu any portion thereof) 50.00 57so.oo 54.91! 7. F.nlirw Agrc, m nr, All Of Iht lefla9 and fAndi110n 111 COMEttion Wllh Eserow Agentb dude and rcsponsibiliGes arc conuined N Ilds Agreement and the Releau, end Exrow Agent is not expected or required b be familiar with the provision of any other intrwnenU or agreements and shell not be charged with any rcsponibility or liability In connection with We obxrvMCe or nonobservance of any provision in ouch inswmenu or egreemenU. B. ly' In Ue event of a dispute between the parties hereto, Eserow Agent may deliver the paymenu held into escrow N the Registry of the Bankruptcy Coup. Upon such delivery, Farrow Agent shell be relieved and dixharged of any further duties Mder this Agreement.