Common use of Establishment and Duration of Trust; Trustees Powers Clause in Contracts

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directly. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee in accordance with the terms of the Plan. The Committee shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directlyPlan. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust (i) all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee Plan Administrator in accordance with the terms of the PlanPlan and (ii) all WABCO Shares that it receives as a distribution on Shares until distributed or disposed of in accordance with Section 6 or 7 or otherwise in accordance with Section 4. The Committee Plan Administrator shall direct the investment of any cash contributions to the Trust in its discretion. Any From and after February 3, 2005, except to the extent expressly provided in this Agreement in respect of WABCO Shares, any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested by the Trustee (i) in Common Stock by the Trustee or (ii) in an interest bearing investment, each as instructed by the Treasurer of the CompanyCompany based on the preferences of the Participant as specified in accordance with the terms of the Plan. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee Plan Administrator may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. (i) To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. (ii) To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. (iii) To exercise all voting rights pertaining to any securities, provided that Shares credited to Share Award Accounts of Participants shall be voted as directed by such Participants ; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. (iv) To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. (v) To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. (vi) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. (vii) Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directlyPlan. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee Plan Administrator in accordance with the terms of the Plan. The Committee Plan Administrator shall direct the investment of any cash contributions to the Trust in its discretion. Any From and after February 3, 2005, any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested by the Trustee (i) in Common Stock by the Trustee or (ii) in an interest bearing investment, each as instructed by the Treasurer of the CompanyCompany based on the preferences of the Participant as specified in accordance with the terms of the Plan. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee Plan Administrator may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. (i) To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. (ii) To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. (iii) To exercise all voting rights pertaining to any securities, provided that Shares credited to Share Award Accounts of Participants shall be voted as directed by such Participants ; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. (iv) To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. (v) To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. (vi) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. (vii) Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directly. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee in accordance with the terms of the PlanPlan and (ii) all WABCO Shares that it receives as a distribution on Shares until distributed or disposed of in accordance with Section 6 or 7 or otherwise in accordance with Section 4. The Committee shall direct the investment of any cash contributions to the Trust in its discretion. Any Except to the extent expressly provided in this Agreement in respect of WABCO Shares, any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of ASCI, the Company and the Company’s 's Subsidiaries to Participants. The ASCI, the Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directly. To the extent payments are made from the Trust, the employer’s 's liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the ASI Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “"Code”"). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the ASI Committee in accordance with the terms of the Incentive Plan. The ASI Committee shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The ASI Committee may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund.such 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directly. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee in accordance with the terms of the Plan. The Committee shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directlyPlan. To the extent payments are made from the Trust, the employer’s liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “Code”). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee Plan Administrator in accordance with the terms of the Plan. The Committee Plan Administrator shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee Plan Administrator may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. (i) To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of ASCI and the Company and the Company’s Subsidiaries to Participants. The Company ASCI and the Subsidiaries Company shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directlyPlan. To the extent payments are made from the Trust, the employer’s 's liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the ASI Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “"Code”"). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee Plan Administrator in accordance with the terms of the Plan. The Committee Plan Administrator shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee Plan Administrator may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities, provided that Shares credited to Share Award Accounts of Participants shall be voted as directed by such Participants ; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.

Establishment and Duration of Trust; Trustees Powers. The Trust is hereby established under the Plan to fulfill certain obligations thereunder of the Company and the Company’s 's Subsidiaries to Participants. The Company and the Subsidiaries shall remain primarily responsible to fulfill payment obligations under the Plans, and may make payments directly to Participants as they become due. Such employers shall notify the Trustee of any decisions to pay benefits directly. To the extent payments are made from the Trust, the employer’s 's liability to make payments shall be reduced correspondingly. The Trust shall continue in effect until terminated by action of the Board; provided that the Trust shall in any event terminate when all amounts owed to Participants have been paid or the Trust has been exhausted. The Trust is intended to be a grantor trust within the meaning of Sections 671 through 679 of the Internal Revenue Code of 1986, as needed (the “"Code”"). The Trustee shall invest and reinvest the assets of the Trust without distinction between principal and income; provided, however, that the Trustee shall hold in the Trust all Shares that it receives, and the Trustee shall distribute such Shares to the Participants (or to their Beneficiaries) entitled to such distributions when and as directed by the Committee in accordance with the terms of the Plan. The Committee shall direct the investment of any cash contributions to the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust, other than a dividend payable in the form of Shares, shall be invested in Common Stock by the Trustee as instructed by the Treasurer of the Company. Pending investment of any such cash contributions, the Trustee may temporarily invest and reinvest such contributions in any marketable short- and medium-term fixed income securities, United States Treasury Bills, other short- and medium-term government obligations, commercial paper, other money market instruments and part interests in any one or more of the foregoing, or may maintain cash balances consistent with the liquidity needs of the Trust as determined by the Trustee. The Committee may direct the Trustee to maintain separate investment funds, allocate contributions among such funds, and make transfers among such funds. Subject to the provisions hereof, the Trustee shall be authorized and empowered to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in trust hereunder: 1. To sell, exchange, mortgage or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate. 2. To grant options for the sale, transfer, exchange or disposal of any such property and to exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund. 3. To exercise all voting rights pertaining to any securities; to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution. 4. To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquaintance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period and continues reasonable interest. 5. To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or to retain such investments unregistered and in form permitting transferability by delivery (provided that the books and records of the Trust at all times show that all such investments are a part of the Trust Fund). 6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Trust Fund or to the administration of the Trust Fund. 7. Generally, to do all acts, whether or not expressly authorized, which are necessary or appropriate to carry out the intent of this Trust Agreement.