Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) for the exclusive purpose of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan; (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person 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. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligations under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as a non-fiduciary agent for the exclusive purpose of providing benefits Trust hereunder and owes no duties or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligations under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Company hereunder and owes no fiduciary duties to any other Person by reason of providing benefits this Agreement. The Auction Agent owes no duties to any person other than BD and the Participants and their beneficiaries and defraying the reasonable expenses Company by reason of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aims. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee judgment made in the Adoption Agreement hereto, and absence of willful misconduct unless the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee Auction Agent shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreementbeen negligent in ascertaining (or failing to ascertain) the pertinent facts. The duties of The Trust Company Auction Agent shall not be limited to assets held responsible or liable for any failure or delay in the Trust Fundperformance of its obligations under this agreement arising out of or caused, and The Trust Company shall have no duties with respect to assets held directly or indirectly, by any other person circumstances beyond its reasonable control, including, without limitation, any other trustee for acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; acts of terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose of providing benefits Trust hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agent Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose of providing benefits Trust hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be responsible liable for any error resulting from the breach use or reliance on a source of information used in good faith and without negligence to make any other such fiduciary determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Trustee Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. (d) The Auction Agent shall not be: (i) participates knowingly inrequired to, and does not, make any representations or knowingly undertakes have any responsibilities as to concealthe validity, an act accuracy, value or omission genuineness of such any signatures or endorsements, other fiduciary, knowing such act or omission is a breach, than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachexecute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. Section 3.1.1The Auction Agent is acting solely as agent for the Trust hereunder and owes no duties, fiduciary or otherwise, to any other Person. The Trustee shall discharge its Auction Agent undertakes to perform such duties and responsibilities under only such duties as are specifically set forth in this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) for the exclusive purpose of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan; (b) with the care, skill, prudenceAgreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agent Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aims. Section 3.1.2Settlement Procedures against the Auction Agent. In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be responsible liable for any error resulting from the breach use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any other kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such fiduciary unless loss or damage and regardless of the Trustee form of action. The Auction Agent shall not be: (i) participates knowingly inrequired to, and does not, make any representations or knowingly undertakes have any responsibilities as to concealthe validity, an act accuracy, value or omission genuineness of such any signatures or endorsements, other fiduciary, knowing such act or omission is a breach, than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachexecute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Company hereunder and owes no fiduciary duties to any other Person by reason of providing benefits this Agreement. The Auction Agent owes no duties to any person other than BD and the Participants and their beneficiaries and defraying the reasonable expenses Company by reason of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aims. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee judgment made in the Adoption Agreement hereto, and absence of willful misconduct unless the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee Auction Agent shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreementbeen negligent in ascertaining (or failing to ascertain) the pertinent facts. The duties of The Trust Company Auction Agent shall not be limited to assets held responsible or liable for any failure or delay in the Trust Fundperformance of its obligations under this agreement arising our of or caused, and The Trust Company shall have no duties with respect to assets held directly or indirectly, by any other person circumstances beyond its reasonable control, including, without limitation, any other trustee for acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; acts of terrorism; epidemics; riots; interruptions, loss or malfunctions or utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as a non-fiduciary agent for the exclusive purpose of providing benefits Trustee hereunder and owes no duties, fiduciary or otherwise, to any other Person except as otherwise expressly provided in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement against the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agent. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or incorporated herein by reference from the care, skill, prudenceAuction Procedures or a Broker-Dealer Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement or the circumstances then prevailing that Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a prudent person court of competent jurisdiction, the Auction Agent, whether acting directly or through agents or attorneys as provided in a like capacity and familiar with such matters would use Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts necessary to make such judgment as determined by a like character and with like aimscourt of competent jurisdiction. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligation under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use commercially reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performance as soon as reasonably practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. (e) The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee Auction Agent shall not be responsible for the breach of any other such fiduciary unless the Trustee be: (i) participates knowingly inrequired to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or knowingly undertakes genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to conceal, an act or omission of such other fiduciary, knowing such act as contemplated by this Auction Agreement or omission is a breach, any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be liable for special, indirect, punitive or consequential damage (or loss) of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has failed to perform its own specific fiduciary duties been advised of the likelihood of such damage (or loss) and thereby has enabled another fiduciary to commit a breachregardless of the form of action.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Corporation hereunder and owes no duties, fiduciary or otherwise, to any Person other than by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agency Agreement. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the care, skill, prudenceAuction Agency Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of gross negligence or willful misconduct on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the PlanAgreement. The Trustee Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Calculation and Paying Agent is acting solely as agent for the exclusive purpose Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person by reason of providing benefits to the Participants this Agreement, except as otherwise may be provided by Sections 2.01(c), 2.02(e) and their beneficiaries and defraying the reasonable expenses of administering the Plan;6.04 hereof. (b) The Calculation and Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Calculation and Paying Agent. (c) In the absence of gross negligence (and with respect to the carehandling of funds, skillin the absence of negligence), prudencewillful misconduct or bad faith on its part, the Calculation and diligence Paying Agent shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties under this Agreement. The Calculation and Paying Agent shall not be liable for any error of judgment made in good faith unless and to the extent resulting from its own gross negligence (and with respect to the handling of funds, its own negligence). (d) Any application by the Calculation and Paying Agent for written instructions from the Fund may, at the option of the Calculation and Paying Agent, set forth in writing any action proposed to be taken or omitted by the Calculation and Paying Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Calculation and Paying Agent shall not be liable for any action taken by, or omission of, the Calculation and Paying Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any Signing Officer of the Fund actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Calculation and Paying Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (e) The Calculation and Paying Agent has no obligation under the circumstances then prevailing terms of this Agreement or otherwise to enforce any rights or exercise any remedies that a prudent person acting in a like capacity and familiar with such matters would use in the conduct may be available to any Holder, Designated Owner or other Person that arise out of an enterprise of a like character and with like aimsor relate to this Agreement or otherwise. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company"f) as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than Unless otherwise specified as set forth hereinin Sections 2.02(a), 2.02(b), 2.04 and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in 6.14, the Trust Fund, Calculation and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Paying Agent shall not be deemed required to be, deliver any notice or other communication referred to herein to be delivered by it unless and until it shall have received by Electronic Means from the Fund a co-trustee under any circumstances. Section 3.1.3. Subject request to deliver such notice or other communication at least two (2) Business Days prior to the limitations set forth date upon which any such notice or communication is so required to be delivered (unless a shorter period of time shall be acceptable to the Calculation and Paying Agent). The Fund will not, without the prior written consent of the Calculation and Paying Agent (which consent shall not be unreasonably withheld), amend the Amendment in Section 3.1.2 hereina manner that affects the rights, in duties, privileges and immunities of the event that more than one individual Trustee has been designated in the Adoption Calculation and Paying Agent under this Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance Amendment or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4otherwise. The Trustee Fund shall be solely responsible for its own acts deliver to the Calculation and omissions. The Trustee shall have no duty to questionPaying Agent (a) each proposed amendment or revision of, or otherwise inquire intosupplement to, the performance Amendment that includes any such changes not later than ten (10) days prior to its effectiveness and (b) the Amendment, as it may be so amended, revised or supplemented, promptly after the effectiveness of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly ineach amendment or revision thereof, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachsupplement thereto.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Trust hereunder and owes no duties, fiduciary or otherwise, to any Person other than by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agency Agreement. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the care, skill, prudenceAuction Agency Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of gross negligence or willful misconduct on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the PlanAgreement. The Trustee Auction Agent shall not be responsible liable for any error of judgment resulting from the breach use or reliance on a source of any other such fiduciary information used in good faith unless the Trustee Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be: (i) participates knowingly inrequired to, and does not, make any representations or knowingly undertakes have any responsibilities as to concealthe validity, an act accuracy, value or omission genuineness of such any signatures or endorsements, other fiduciary, knowing such act or omission is a breach, than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed responsible for or liable in any respect on account of the identity, trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachexecute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Trust hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Trust by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligations under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as a non-fiduciary agent for the exclusive purpose of providing benefits Fund hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of willful misconduct or gross negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be responsible liable for any error of judgment made in good faith unless the breach Auction Agent shall have been grossly negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any other kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such fiduciary unless loss or damage and regardless of the Trustee form of action. (d) The Auction Agent shall not be: (i) participates knowingly inrequired to, and does not, make any representations or knowingly undertakes have any responsibilities as to concealthe validity, an act accuracy, value or omission genuineness of such any signatures or endorsements, other fiduciary, knowing such act or omission is a breach, than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed responsible for or liable in any respect on account of the identity, Fund or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachexecute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Funds hereunder and owes no fiduciary duties to any other Person by reason of providing benefits this Agreement. The Auction Agent owes no duties to any person other than BD and the Participants and their beneficiaries and defraying the reasonable expenses Fund by reason of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aims. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee judgment made in the Adoption Agreement hereto, and absence of willful misconduct unless the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee Auction Agent shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreementbeen negligent in ascertaining (or failing to ascertain) the pertinent facts. The duties of The Trust Company Auction Agent shall not be limited to assets held responsible or liable for any failure or delay in the Trust Fundperformance of its obligations under this agreement arising out of or caused, and The Trust Company shall have no duties with respect to assets held directly or indirectly, by any other person circumstances beyond its reasonable control, including, without limitation, any other trustee for acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; acts of terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person, by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;this Agreement. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the care, skill, prudenceBroker-Dealer Agreements, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption Agreement heretoperformance of its obligations under this agreement arising out of or causes, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performance as soon as practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Tender and Paying Agent is acting solely as agent for the exclusive purpose Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person by reason of providing benefits to the Participants this Agreement, except as otherwise may be provided by Sections 3.02(c), 3.04(b) and their beneficiaries and defraying the reasonable expenses of administering the Plan;7.04 hereof. (b) The Tender and Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Tender and Paying Agent. (c) In the absence of negligence or willful misconduct on its part, the Tender and Paying Agent shall not be liable for any action taken, suffered or omitted by it in the performance of its duties under this Agreement. The Tender and Paying Agent shall not be liable for any error of judgment made in good faith unless and to the extent it is negligent in ascertaining the pertinent facts. (d) The Tender and Paying Agent is authorized and directed to execute and deliver the VRDP Shares Purchase Agreement and perform its obligations thereunder. (e) Any application by the Tender and Paying Agent for written instructions from the Fund may, at the option of the Tender and Paying Agent, set forth in writing any action proposed to be taken or omitted by the Tender and Paying Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Tender and Paying Agent shall not be liable for any action taken by, or omission of, the Tender and Paying Agent in accordance with a proposal included in such application on or after the caredate specified in such application (which date shall not be less than three (3) Business Days after the date any Signing Officer of the Fund actually receives such application, skillunless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), prudence, the Tender and diligence Paying Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (f) The Tender and Paying Agent has no obligation under the circumstances then prevailing terms of this Agreement or otherwise to enforce any rights or exercise any remedies that a prudent person acting in a like capacity and familiar with such matters would use in the conduct may be available to any Holder or Beneficial Owner or other Person that arise out of an enterprise of a like character and with like aimsor relate to this Agreement or otherwise. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company"g) as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than Unless otherwise specified as set forth hereinin Sections 2.01, 3.01, 3.02, 3.04(d), 3.04(f), 3.06 and this Trust 7.13, the Tender and Paying Agent shall not be required to deliver any notice or other communication referred to herein or in the VRDP Shares Purchase Agreement to be delivered by it unless and until it shall constitute have received by Electronic Means from the Fund a supplemental trust agreementrequest to deliver such notice or other communication at least two (2) Business Days prior to the date upon which any such notice or communication is so required to be delivered (unless a shorter period of time shall be acceptable to the Tender and Paying Agent). The duties Fund will not, without the prior written consent of the Tender and Paying Agent (which consent shall not be unreasonably withheld), amend the Certificate of Designation in a manner that adversely changes the rights, duties, privileges and immunities of the Tender and Paying Agent under this Agreement, the VRDP Shares Purchase Agreement or otherwise. The Trust Company Fund shall deliver to the Tender and Paying Agent (a) each proposed amendment or revision of, or supplement to, the Certificate of Designation that includes any such changes not later than ten (10) days prior to its effectiveness and (b) the Certificate of Designation, as it may be so amended, revised or supplemented, promptly after the effectiveness of each amendment or revision thereof, or supplement thereto. (h) In purchasing VRDP Shares hereunder, the Tender and Paying Agent shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, acting as a conduit and shall not be deemed to bepurchasing VRDP Shares for the Fund’s or its own account, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, and in the event that more than one individual Trustee has been designated in absence of notice delivered by Electronic Means from the Adoption Agreement, the action of such individual Trustees Liquidity Provider shall be determined by vote of the majority of such individual Trustees; provided, however, entitled to assume that any one VRDP Shares tendered to it for purchase are entitled to be so purchased (and the Tender and Paying Agent may assume that any Person submitting a Notice of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, Tender or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, holding himself or knowingly undertakes to conceal, an act itself out as a Beneficial Owner or omission of such other fiduciary, knowing such act or omission its Agent Member in fact is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach Beneficial Owner or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachAgent Member).

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose of providing benefits Corporation hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of a like character information used in good faith and with like aimswithout negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Section 3.1.2. In (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the event validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Employer designates Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Corporation or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligations under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performance as soon as practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the broker-dealer and the Company by reason of providing benefits to this Agreement or the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Broker-Dealer Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligations under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event that more than one individual Trustee shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been designated in advised of the Adoption Agreement, the action likelihood of such individual Trustees shall be determined by vote loss or damage and regardless of the majority form of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesaction. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1The Auction Agent is acting solely as agent for the Corporation hereunder and owes no duties, fiduciary or otherwise, to any Person other than by reason of the Auction Agency Agreement. The Trustee shall discharge its Auction Agent undertakes to perform such duties and responsibilities under only such duties as are specifically set forth in this Trust Agreement solely in and the interest of Participants and their beneficiaries, and (a) for the exclusive purpose of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan; (b) with the care, skill, prudenceAuction Agency Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aims. Section 3.1.2Settlement Procedures against the Auction Agent. In the event that absence of gross negligence or willful misconduct on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the PlanAgreement. The Trustee Auction Agent shall not be responsible liable for any error of judgment resulting from the breach use or reliance on a source of any other such fiduciary information used in good faith unless the Trustee Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. The Auction Agent shall not be: (i) participates knowingly inrequired to, and does not, make any representations or knowingly undertakes have any responsibilities as to concealthe validity, an act accuracy, value or omission genuineness of such any signatures or endorsements, other fiduciary, knowing such act or omission is a breach, than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed responsible for or liable in any respect on account of the identity, trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachexecute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Trustee hereunder and owes no fiduciary or other duties to any other Person by reason of providing benefits to the Participants this Agreement and their beneficiaries and defraying the reasonable expenses of administering the Plan;no implied duties, fiduciary or otherwise, shall be read into this agreement. (b) Notwithstanding Section 3.01(a) above, the Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the Auction Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent by reason of anything set forth in the Offering Memorandum or any other offering material employed in connection with the careoffer and sale of the Notes, skillor otherwise. In no event shall the Auction Agent be liable for special, prudenceindirect or consequential loss or damages of any kind whatsoever (including, but not limited to, loss of profits), even if the Auction Agent has been advised of the likelihood of such loss or damages and diligence under regardless of the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use form of action, except in the conduct event of an enterprise bad faith or negligence on the part of a like character and with like aimsthe Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to be, a co-trustee under any circumstancesascertain) the pertinent facts necessary to make such judgment. Section 3.1.3. Subject (d) Whenever in the administration of the provisions of this Agreement the Auction Agent shall deem it necessary or desirable that a matter be proved or established prior to the limitations set forth taking or suffering any action to be taken hereunder, such matter (unless other evidence in Section 3.1.2 hereinrespect thereof be herein specifically prescribed) may, in the event that more than one individual Trustee has been designated absence of negligence or bad faith on the part of the Auction Agent, be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Broker-Dealer and delivered to the Auction Agent and such certificate, in the Adoption Agreementabsence of negligence or bad faith on the part of the Auction Agent, the action of such individual Trustees shall be determined full warrant to the Auction Agent for any action taken, suffered or omitted by vote it under the provisions of this Agreement upon the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and dutiesgood faith thereof. Section 3.1.4. (e) The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee Auction Agent shall not be responsible for bound to make any investigation into the breach facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or documents. (f) Any corporation into which the Auction Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Auction Agent shall be a party, or any corporation succeeding to the business of the Auction Agent shall be the successor of the Auction Agent hereunder without the execution or filing of any other paper with any party hereto or any further act on the part of any of the parties hereto, except where any instrument of transfer or assignment is required by law to effect such fiduciary unless succession, anything herein to the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcontrary notwithstanding.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose of providing benefits Trust hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agencygreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Corporation hereunder and owes no duties, fiduciary or otherwise, to any Person other than by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agency Agreement. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the care, skill, prudenceAuction Agency Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of gross negligence or willful misconduct on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the PlanAgreement. The Trustee Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Corporation or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as a non-fiduciary agent for the exclusive purpose of providing benefits Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person except as otherwise expressly provided in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement against the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agent. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or incorporated herein by reference from the care, skill, prudenceAuction Procedures or a Broker-Dealer Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement or the circumstances then prevailing that Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a prudent person court of competent jurisdiction, the Auction Agent, whether acting directly or through agents or attorneys as provided in a like capacity and familiar with such matters would use Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts necessary to make such judgment as determined by a like character and with like aimscourt of competent jurisdiction. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligation under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use commercially reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performance as soon as reasonably practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. (e) The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee Auction Agent shall not be responsible for the breach of any other such fiduciary unless the Trustee be: (i) participates knowingly inrequired to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or knowingly undertakes genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to conceal, an act or omission of such other fiduciary, knowing such act as contemplated by this Auction Agreement or omission is a breach, any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be liable for special, indirect, punitive or consequential damage (or loss) of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has failed to perform its own specific fiduciary duties been advised of the likelihood of such damage (or loss) and thereby has enabled another fiduciary to commit a breachregardless of the form of action.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person, by reason of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;this Agreement. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement against the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of a like character and with like aimsjudgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining the pertinent facts. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption Agreement heretoperformance of its obligations under this agreement arising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God, earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; acts of civil or military authority or governmental actions; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performances as soon as practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as a non-fiduciary agent for the exclusive purpose of providing benefits Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person except as otherwise expressly provided in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement against the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;Auction Agent. (b) with The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or incorporated herein by reference from the care, skill, prudenceAuction Procedures or a Broker-Dealer Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement or the circumstances then prevailing that Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a prudent person court of competent jurisdiction, the Auction Agent, whether acting directly or through agents or attorneys as provided in a like capacity and familiar with such matters would use Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the conduct performance of an enterprise its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts necessary to make such judgment as determined by a like character and with like aimscourt of competent jurisdiction. Section 3.1.2. In the event that the Employer designates (d) The Dreyfus Trust Company ("The Trust Company") as the Trustee Auction Agent shall not be responsible or liable for any failure or delay in the Adoption performance of its obligation under this Agreement heretoarising out of or caused, and the Trustee has been designated as an additional Trustee for the Plandirectly or indirectly, The Trust Company as Trustee shall have no responsibilities other than as set forth hereinby circumstances beyond its reasonable control, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Plan. The Employer hereby agrees that The Trust Company Auction Agent shall not serve as, and shall not be deemed use commercially reasonable efforts which are consistent with accepted practices in the banking industry to be, a co-trustee resume performance as soon as reasonably practicable under any the circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. (e) The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee Auction Agent shall not be responsible for the breach of any other such fiduciary unless the Trustee be: (i) participates knowingly inrequired to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or knowingly undertakes genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to conceal, an act or omission of such other fiduciary, knowing such act as contemplated by this Auction Agreement or omission is a breach, any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has actual knowledge of a breach by such other fiduciary been furnished with indemnity satisfactory to the Auction Agent; and fails to make reasonable effort under the circumstances to remedy the breach or (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has failed to perform its own specific fiduciary duties been advised of the likelihood of such loss or damage and thereby has enabled another fiduciary to commit a breachregardless of the form of action.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose Trustee and the Issuer hereunder and owes no fiduciary or other duties to any other person by reason of providing benefits to the Participants this Agreement and their beneficiaries and defraying the reasonable expenses of administering the Plan;no implied duties, fiduciary or otherwise, shall be read into this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or incorporated herein by reference from the Supplemental Indenture, and no implied covenants or obligations shall be read into this Agreement or the Supplemental Indenture against the Auction Agent by reason of anything set forth in the Offering Memorandum or any other offering material employed in connection with the careoffering and sale of the Notes, skill, prudence, and diligence under the circumstances then prevailing that a prudent person 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. Section 3.1.2or otherwise. In the event that of a conflict between any provisions of this Agreement and the Employer designates The Dreyfus Trust Company Supplemental Indenture, the provisions contained in this Agreement shall govern. ("The Trust Company"c) as In the Trustee absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the Adoption performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. In no event shall the Auction Agent be liable for special, indirect or consequential loss or damages of any kind whatsoever (including, but not limited to, loss of profits), even if the Auction Agent has been advised of the likelihood of such loss or damages and regardless of the form of action, except in the event of bad faith or negligence on the part of the Auction Agent. (d) The Auction Agent represents and warrants that, assuming this Agreement is a legal, valid and binding agreement among the other parties hereto, this Agreement is a legal, valid and binding agreement of the Trustee has been designated Auction Agent enforceable in accordance with its terms, except as an additional Trustee for the Plansuch enforceability may be limited by laws relating to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Trust Company as Trustee Auction Agent shall not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than as set forth hereinits own. (e) Whenever in the administration of the provisions of this Agreement the Auction Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Auction Agent, be deemed to be conclusively proved and this Trust Agreement shall constitute established by a supplemental trust agreement. The duties certificate signed by the Issuer or the Broker-Dealer and delivered to the Auction Agent and such certificate, in the absence of The Trust Company negligence or bad faith on the part of the Auction Agent, shall be limited full warrant to assets held in the Trust FundAuction Agent for any action taken, and suffered or omitted by it under the provisions of this Agreement upon the good faith thereof. (f) The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed bound to bemake any investigation into the facts or matters stated in any resolution, a co-trustee under any circumstancescertificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Section 3.1.3. Subject (g) Any corporation into which the Auction Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Auction Agent shall be a party, or any corporation succeeding to the limitations set forth in Section 3.1.2 herein, in business of the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees Auction Agent shall be determined by vote the successor of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance Auction Agent hereunder without the execution or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach filing of any other paper with any party hereto or any further act on the part of any of the parties hereto, except where any instrument of transfer or assignment is required by law to effect such fiduciary unless succession, anything herein to the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcontrary notwithstanding.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the exclusive purpose of providing benefits Trust hereunder and owes no duties, fiduciary or otherwise, to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan;any other Person. (b) with the care, skill, prudenceThe Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and diligence under no implied covenants or obligations shall be read into this Agreement, the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Auction Agency Agreement, Auction Procedures or the conduct of an enterprise of a like character and with like aimsSettlement Procedures against the Auction Agent. Section 3.1.2. (c) In the event that absence of bad faith or negligence on its part, the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and Auction Agent shall not be deemed to beliable for any action taken, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to questionsuffered, or otherwise inquire into, omitted or for any error of judgment made by it in the performance of another fiduciary with respect to its duties allocated to such other fiduciary under the Planthis Agreement. The Trustee Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the breach performance of any other such fiduciary unless its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Trustee (i) participates knowingly in, or knowingly undertakes Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and fails to make reasonable effort resume performance as soon as practicable under the circumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breachcircumstances.