Common use of Fiduciary Responsibility Clause in Contracts

Fiduciary Responsibility. (a) The Trustee shall discharge its duties under this Trust Agreement in a manner consistent with the objectives of this Trust Agreement and in accordance with applicable law. Except as otherwise provided in this Trust Agreement, or under applicable law, the Trustee shall have no liability for (i) loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment made in accordance with the written directions of the Dime or the Committee; (ii) failure of the Company or the Bank to make contributions to the Trust Fund; or (iii) for any insufficiency of assets in the Trust Fund to pay Benefits when due, unless such loss, failure or insufficiency is the result of the Trustee's own negligence or willful misconduct. (b) The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Trust Agreement. (c) The Company and the Bank at any time may employ as agent (to perform any act, keep any records or accounts, or make any computations required of either of them by this Trust Agreement or the Covered Arrangements) the corporation or association serving as Trustee hereunder. Nothing done by said corporation or association as such agent shall affect its responsibilities or liability as Trustee hereunder. (d) In the exercise of its discretion hereunder, each of the Committee and the Director Committee shall have due regard for the interests of each of the Company, the Bank and the Participants (and their Beneficiaries) as a class; provided, that inasmuch as the interests of such class or entities may be expected to conflict in certain circumstances, and notwithstanding that members of the Committee may themselves be Participants, any determination made by the Committee or the Director Committee that has the effect of being more favorable to one entity or class to which it owes a duty over another shall not thereby be deemed invalid or a breach of the Committee's or the Director Committee's duty to such disfavored entity or class, so long as the Committee or the Director Committee, as applicable, acts in good faith in making its determination.

Fiduciary Responsibility. (a) The Trustee shall discharge its duties under this Trust Agreement in a manner consistent with the objectives of this Trust Agreement and in accordance with applicable law. Except as otherwise provided in this Trust Agreement, or under applicable law, the Trustee shall have no liability for (i) loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment made in accordance with the written directions of the Dime or the CommitteeBank; (ii) failure of the Company or the Bank to make contributions to the Trust Fund; or (iii) for any insufficiency of assets in the Trust Fund to pay Benefits when dueamounts contemplated hereunder, unless such loss, failure or insufficiency is the result of the Trustee's own negligence or willful misconduct. (b) The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Trust Agreement. (c) The Company and the Bank at any time may employ as agent (to perform any act, keep any records or accounts, or make any computations required of either of them it by this Trust Agreement or the Covered Arrangements) the corporation or association serving as Trustee hereunder. Nothing done by said corporation or association as such agent shall affect its responsibilities or liability as Trustee hereunder. (d) In the exercise of its discretion hereunder, each of the Committee and the Director Committee shall have due regard for the interests of each of the Company, the Bank and the Participants (and their Beneficiaries) as a class; provided, that inasmuch as the interests of such class or entities may be expected to conflict in certain circumstances, and notwithstanding that members of the Committee may themselves be Participants, any determination made by the Committee or the Director Committee that has the effect of being more favorable to one entity or class to which it owes a duty over another shall not thereby be deemed invalid or a breach of the Committee's or the Director Committee's duty to such disfavored entity or class, so long as the Committee or the Director Committee, as applicable, acts in good faith in making its determination.may

Fiduciary Responsibility. (a) The Trustee shall discharge its duties under this Trust Agreement in a manner consistent with the objectives of this Trust Agreement and in accordance with applicable law. Except as otherwise provided in this Trust Agreement, or under applicable law, the Trustee shall have no liability for (i) loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment made in accordance with the written directions of the Dime or the Committee; (ii) failure of the Company or the Bank to make contributions to the Trust Fund; or (iii) for any insufficiency of assets in the Trust Fund to pay Benefits when due, unless such loss, failure or insufficiency is the result of the Trustee's own negligence or willful misconduct. (b) The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Trust Agreement. (c) The Company and the Bank at any time may employ as agent (to perform any act, keep any records or accounts, or make any computations required of either of them by this Trust Agreement or the Covered Arrangements) the corporation or association serving as Trustee hereunder. Nothing done by said corporation or association as such agent shall affect its responsibilities or liability as Trustee hereunder. (d) In the exercise of its discretion hereunder, each of the Committee and the Director Committee shall have due regard for the interests of each of the Company, the Bank and the Participants (and their Beneficiaries) as a class; provided, that inasmuch as the 56 interests of such class or entities may be expected to conflict in certain circumstances, and notwithstanding that members of the Committee may themselves be Participants, any determination made by the Committee or the Director Committee that has the effect of being more favorable to one entity or class to which it owes a duty over another shall not thereby be deemed invalid or a breach of the Committee's or the Director Committee's duty to such disfavored entity or class, so long as the Committee or the Director Committee, as applicable, acts in good faith in making its determination.. 57

Fiduciary Responsibility. (a) The Trustee shall discharge its duties under this Trust Agreement in effectuating the Plan in a manner consistent with the objectives of this Trust Agreement and in accordance with applicable lawthe Plan. Except as otherwise provided in this Trust Agreement, or under applicable law, the The Trustee shall have no liability not be liable for (i) any loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment made in good faith and in accordance with the written directions provisions of the Dime this Trust Agreement. The Trustee shall have no responsibility or the Committee; (ii) liability for any failure of the Company or the Bank to make contributions to the Trust Fund; Fund or (iii) for any insufficiency of assets in the Trust Fund to pay Benefits when due. The Trustee shall not be liable hereunder for any act taken or omitted to be taken in good faith, unless such loss, failure or insufficiency is the result of the Trustee's except for its own negligence or willful misconduct. (b) The Trustee shall not be responsible for any act or failure to act of another fiduciary except to the extent otherwise provided by law. (c) No bond shall be required of the Trustee unless otherwise required by law. (d) The Trustee shall have no responsibility to negotiate any insurance contracts respecting the Plan and Trust, nor shall the Trustee have any responsibility to conduct any due diligence as to such insurance contracts. (e) The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Trust Agreement. (cf) The Company and the Bank at any time may employ as agent (to perform any act, keep any records or accounts, or make any computations required of either of them the Company or the Plan Administrator by this Trust Agreement or the Covered ArrangementsPlan) the individual, corporation or association serving as Trustee hereunder. Nothing done by said individual, corporation or association as such agent shall affect its responsibilities or liability as Trustee hereunder. (d) In the exercise of its discretion hereunder, each of the Committee and the Director Committee shall have due regard for the interests of each of the Company, the Bank and the Participants (and their Beneficiaries) as a class; provided, that inasmuch as the interests of such class or entities may be expected to conflict in certain circumstances, and notwithstanding that members of the Committee may themselves be Participants, any determination made by the Committee or the Director Committee that has the effect of being more favorable to one entity or class to which it owes a duty over another shall not thereby be deemed invalid or a breach of the Committee's or the Director Committee's duty to such disfavored entity or class, so long as the Committee or the Director Committee, as applicable, acts in good faith in making its determination.

Fiduciary Responsibility. (a) The Trustee shall discharge its duties under this For purposes of ERISA, the Board of Directors of Arkla, Inc., the Committee, the Director of Investments, the Company's Director of Compensation and Benefits, and IDS Trust Agreement in a manner consistent will be the "named fiduciaries" with respect to the objectives Plan and the Trust fund, but only to the extent that each named fiduciary exercises any discretionary authority or discretionary control with respect to the management or disposition of this assets of the Trust Agreement and in accordance with applicable law. Except as otherwise provided in this Trust Agreementfund, or under applicable law, the Trustee shall have no liability for (i) loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment made in accordance with the written directions of the Dime or the Committee; (ii) failure of the Company or the Bank to make contributions to the Trust Fund; or (iii) for any insufficiency of assets in the Trust Fund to pay Benefits when due, unless such loss, failure or insufficiency otherwise is the result of the Trustee's own negligence or willful misconducta Fiduciary. (b) The TrusteeBoard's duties responsibilities as a named fiduciary are to appoint the Trustee and obligations shall be limited to those expressly imposed upon it by this Trust Agreementthe Committee. (c) The Company Except as provided in Section 3.2(e), whenever a person or organization (the "Delegating Party") has the power and authority under the Bank at any time may employ as agent (to perform any act, keep any records Plan or accounts, or make any computations required of either of them by this Trust Agreement to delegate discretionary power and authority respecting the control, management, operation or administration of the Covered Arrangements) Plan or any portion of the corporation Trust fund to another person or association serving as Trustee hereunderorganization (the "Appointee"), the Delegating Party's responsibility with respect to such delegation is limited to the selection of the Appointee and a periodic review of the Appointee's performance and compliance with applicable law or regulations. Nothing done Any breach of fiduciary responsibility by said corporation the Appointee which is not proximately caused by the Delegating Party's failure to properly select or association as such agent shall affect its responsibilities or liability as Trustee hereundersupervise the Appointee, and in which breach the Delegating Party does not otherwise participate, will not be considered to be a breach of fiduciary responsibility by the Delegating Party. (d) In Subject to the exercise provisions of its discretion hereunderSection 3.3(c), each the Participating Affiliates, the Committee, the Director of the Committee Investments, and the Director Committee shall of Compensation and Benefits will not have due regard for any discretion, direction or control over the interests investment decisions of each a Participant or Beneficiary, IDS Trust or any Investment Manager with respect to the assets of the CompanyTrust fund for which such individual or entity has investment responsibility. (e) Subject only to the provision of Section 3.3(c), neither the Participating Affiliates, the Bank Committee, the Director of Investments, nor the Director of Compensation and Benefits will be responsible or liable for any losses or other unfavorable investment results arising from the Participants (investment, reinvestment and their Beneficiaries) as a class; provided, that inasmuch as the interests management of such class or entities may be expected to conflict in certain circumstances, and notwithstanding that members any assets of the Committee may themselves Trust fund by any Investment Manager, including IDS Trust, or (to the extent permitted under Section 404(c) of ERISA) by any Participant or Beneficiary. (f) In the event that a Fiduciary succeeds to the management and control of assets of the Trust fund which were previously under the management and control of another Fiduciary, the successor Fiduciary (i) will not be Participants, any determination liable for losses of the Trust fund which result from the disposition of an investment made by the Committee other Fiduciary or from the holding of any illiquid or unmarketable investment made by the other Fiduciary, and (ii) will not be liable for any failure to adequately diversify Trust fund investments under its management and control if the lack of diversification stems from the investments made by the other Fiduciary. The provisions of this subsection (f) will not be deemed to relieve the successor Fiduciary in any way of its own fiduciary responsibility with respect to the Plan or the Trust fund. (g) It is the intent of the parties to this Trust Agreement that each Fiduciary will be solely responsible for his or its own acts or omissions. Except to the extent imposed by ERISA, no Fiduciary has a duty to question whether any other Fiduciary is fulfilling all of the responsibilities imposed upon such other Fiduciary by ERISA or any regulations, rulings or other administrative promulgations thereunder. Except to the extent required under Section 405(a) of ERISA, no Fiduciary will have any liability for another Fiduciary's breach of fiduciary responsibility with respect to the Plan or the Trust fund. (h) Where the Committee, the Director Committee that of Investments, a Participant or an Investment Manager has the effect power and authority to direct the investment of being more favorable any assets of the Trust fund, IDS Trust does not have any duty to one entity question any direction, to review any securities or class other property, or to which it owes make any suggestions in connection therewith. IDS Trust will as promptly as possible comply with any direction given by the Committee, the Director of Investments, a duty over another shall not thereby Participant or an Investment Manager. IDS Trust will neither be deemed invalid liable in any manner and for any reason for any losses or a breach other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust fund under the management and control of the Committee's or , the Director Committee's duty to of Investments, a Participant or an Investment Manager in the absence of written investment directions regarding such disfavored entity or class, so long as the Committee or the Director Committee, as applicable, acts in good faith in making its determinationassets.