Common use of Powers and Duties of the Trustee Clause in Contracts

Powers and Duties of the Trustee. Except as otherwise provided in Article V, and subject to the provisions of Article VI, the Trustee shall have full power and authority with respect to property held in the Trust to perform all acts, take all proceedings, and exercise all rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Assets or any part hereof in Qualified Investments pursuant to this Trust and applicable state law. (b) To place uninvested cash and cash awaiting distribution in any type of interest- bearing account including, without limitation, time certificates of deposit or interest- bearing accounts issued by a commercial bank or savings and loan association organized under the laws of the State of North Carolina or having its principal office in North Carolina; (c) To borrow money for the purposes of the Trust from any source with or without giving security; to pay interest; to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Assets; (d) To take all of the following actions: to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (e) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; and (h) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as consistent or in addition thereto.

Powers and Duties of the Trustee. Except as otherwise provided in Article V, and subject to To the provisions of Article VIextent directed by the Trust Administrator, the Trustee shall have full power is authorized and authority with respect empowered to property held in do the Trust to perform all acts, take all proceedings, and exercise all rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following:following:‌ (a) To invest Invest and reinvest Trust assets, together with the Assets or any part hereof in Qualified Investments pursuant to this Trust and applicable state lawincome therefrom. (b) To place uninvested cash Establish and cash awaiting distribution in maintain Accounts to which the Trustee will (i) credit all contributions or transfers from the Employer to the Trust and any type of interest- bearing account includingincome and gains attributable to those amounts, without limitationand (ii) debit all distributions, time certificates of deposit or interest- bearing accounts issued by a commercial bank or savings transfers from the Trust, and loan association organized under the laws of the State of North Carolina or having its principal office in North Carolina;any losses and expenses attributable to those amounts. (c) To borrow money for the purposes of the Trust from Maintain accounts with, execute transactions through, and lend stocks, bonds or other securities on an adequately secured basis to, any source with or without giving security; to pay interest; to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Assets;brokerage firm. (d) To take all Perform accounting and maintain records of each Employer's Account and reconciling such Account with the following actions: to vote proxies of Trust. (e) Vote upon or tender any stocks, bonds or other securities; securities and to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other optionsoptions of which the Trustee receives actual notice, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in Trust. (f) Deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or savings and loan association or other depository institution, including the Trustee or any of its affiliates; provided that, with respect to such deposits with the Trustee or an affiliate, the deposits bear a reasonable rate of interest. (g) Invest and reinvest any Trust assets in one or more collective investment funds. (h) Hold, manage, improve, repair and control all investment property, real or personal, forming part of the Trust;; to sell, convey, transfer, exchange, partition, pledge, encumber, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time. (ei) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that Take such actions as may be necessary or appropriate desirable to carry out protect the Trust from loss due to the default on mortgages held in the Trust including the appointment of agents or trustees in such other jurisdictions as may seem desirable, to transfer property to such agents or trustees, to grant to such agents such powers herein granted; andas are necessary or desirable to protect the Trust, to direct such agent or trustee, or to delegate such power to direct, and to remove such agent or trustee. (hj) To exercise Xxxxxx, compromise or abandon all claims and demands in favor of or against the Trust. (k) Borrow money from any source and to execute promissory notes, mortgages, or other obligations and to pledge or mortgage any Trust assets as security. (l) Designate and engage the services of such agents, representatives, advisers, counsel and accountants, any of whom may be an affiliate of the Trustee or a person who renders services to such an affiliate and, as part of its expenses under this Agreement, to pay their reasonable expenses and compensation. (m) Hold in cash, without liability for interest, such portion of the Trust assets as is pending investment, or payment of expenses, or distribution. (n) Make, execute and deliver, as the Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or appropriate for the accomplishment of any powers listed in this Agreement. (o) Register securities, or any other property, in its name or in the name of any nominee, including the name of any affiliate or the nominee name designated by any affiliate, with or without indication of the capacity in which property shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation. (p) Pay or cause to be paid from the Trust any and all real or personal property taxes, income taxes or other taxes with respect to the Trust. (q) Enter into interest rate, currency, cash-flow, indexed (including indexed to equities) and other types of swaps and xxxxxx designed to hedge payment, interest rate, currency, duration, spread or similar exposure related to any investment or program of investments of Trust assets or to manage asset/liability matching between investments and OPEB Obligations or Pension Obligations, or both, to be paid therefrom. (r) Exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws as amended from time to time, it being intended that, except as herein otherwise provided, law so that the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by lawlaw or under this Agreement, but shall be construed as consistent or in addition thereto; provided that such powers satisfy applicable state law requirements (if any). (s) Any other acts which the Trustee deems necessary or appropriate for the protection of the Trust.

Powers and Duties of the Trustee. Except as otherwise provided in Article V, and subject to the provisions of Article VI, the Trustee shall have full power and authority with respect to property held in the Trust to perform all acts, take all proceedings, and exercise all rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Assets or any part hereof in Qualified Investments pursuant to this Trust and applicable state law. (b) To place uninvested cash and cash awaiting distribution in any type of interest- bearing account including, without limitation, time certificates of deposit or interest- bearing accounts issued by a commercial bank or savings and loan association organized under the laws of the State of North Carolina or having its principal office in North Carolina; (c) To borrow money for the purposes of the Trust from any source with or without giving security; to pay interest; to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Assets; (d) To take all of the following actions: to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (e) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; and; (h) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as consistent or in addition thereto.

Powers and Duties of the Trustee. Except The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as otherwise provided trustee of the Trust, shall include: (a) receipt and deposit of Duke Energy Common Shares from Duke Energy as trustee for and on behalf of the Beneficiaries in Article V, and subject to accordance with the provisions of Article VIthis Agreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) casting and exercising the Beneficiary Votes in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right and the Automatic Exchange Rights from Duke Energy as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Duke Energy Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Duke Energy and Exchangeco under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of such rights, powers, duties and authorities, the Trustee shall have full power (and authority with respect to property held in the Trust to perform all acts, take all proceedings, is granted) such incidental and exercise all rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Assets or any part hereof in Qualified Investments pursuant to this Trust and applicable state law. (b) To place uninvested cash and cash awaiting distribution in any type of interest- bearing account including, without limitation, time certificates of deposit or interest- bearing accounts issued by a commercial bank or savings and loan association organized under the laws of the State of North Carolina or having its principal office in North Carolina; (c) To borrow money for the purposes of the Trust from any source with or without giving security; to pay interest; to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Assets; (d) To take all of the following actions: to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (e) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; and (h) To exercise all the further additional rights, powers, options duties and privileges grantedauthority not in conflict with any of the provisions of this Agreement as the Trustee, provided foracting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or vested desirable to effect the purpose of -19- VOTING AND EXCHANGE TRUST AGREEMENT 157 the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in trustees generally under applicable federal exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or state laws as amended from time to timedo or take any act, it being intended that, except as herein otherwise provided, action or proceeding by virtue of the powers conferred upon on it hereby unless and until it shall be specifically required to do so under the terms hereof, nor shall the Trustee herein shall not be construed required to take any notice of, or to do, or to take any act, action or proceeding as being in limitation a result of any authority conferred by lawdefault or breach of any provision hereunder, but unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be construed as consistent brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in addition theretothe observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.