Common use of Responsibility of the Trustee Clause in Contracts

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act 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; provided, however, that the Trustee shall incur no liability to any person anyone for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which or by an investment manager appointed by the Company that is contemplated by, by and in conformity with, complies with the terms of the Agreements or this Trust Agreement, including distributions made in accordance with Schedule B as from time to time in effect, and is given in writing by to that extent shall be relieved of the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent person rule for investments. (b) If The Company agrees to indemnify the Trustee undertakes against all loss or defends expense incurred by the Trustee under this Agreement, except that in no event shall the Company indemnify the Trustee against any loss or expense incurred by reason of the Trustee’s own negligence or misconduct. Without limiting the foregoing, the Trustee shall not be required to undertake or to defend on behalf of any person any litigation arising in connection with this TrustTrust agreement, unless it be first indemnified by the Company agrees to indemnify the Trustee against the Trustee's its prospective costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliability. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Trustee generally) with respect to any of its duties or obligations hereunder, including any determination as to whether a Change of Control has occurred or as to whether the Company is Insolvent, and shall not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (d) The Trustee may hire agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderconsultants. (e) The Trustee shall have, without exclusionexclusions, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to Nothing in this Trust Agreement or to applicable law, shall be construed as constituting the Trustee shall not have plan “administrator,” as that term is defined in Section 3(16) of ERISA, of any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated plan or arrangement pursuant to the Internal Revenue Code of 1986, as amendedwhich benefits are provided hereunder.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) Any action required to be taken by the Company, or direction given by the Company, shall be by resolution of 1986the Compensation / Nominating / Governance Committee of its board of directors or by written direction of one or more of its president, as amended.any vice president or

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Agreement or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated byCorporation in connection, and in conformity directly or indirectly, with, the terms of the Agreements Deferral Agreement or this Trust and is given in writing by the CompanyTrust. In the event of a dispute between the Company Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If The Corporation agrees to indemnify and hold the Trustee harmless from any and all costs, fees, expenses (including without limitation attorney's fees and expenses), claims or lawsuits by any person or entity, liabilities or obligations of any type or nature arising or related, directly or indirectly, to the Deferral Agreement, this Trust or any action or failure to act by the Trustee in connection in any way with any of the foregoing. Futhermore, if the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Corporation agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily solely liable for such payments. If the Company Corporation does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Corporation generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire and the Corporation may make available to the Trustee agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. In addition, the Trustee may delegate any of its duties under this Trust to employees and management of the Corporation and the Trustee may conclusively rely on the reports of such employees and management without further investigation. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(e) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust as a result of the Trustee's following directions given by the Company or reliance on information provided by the Company. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this Trustfor the purpose of protecting a Participant's or beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a CNF Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a CNF Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeEmployer. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company an Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangement or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangement, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Trustee hereby indemnifies the Company against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust which occur as a result of the Trustee's negligence or breach of this Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall, upon notice to the Company, select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangement. (d) The Trustee may may, upon notice to the Company, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(c) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Plans, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select legal counsel independent from the Company’s counsel and may consult with counsel or other experts with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plans. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costscost, expenses and liabilities (including, without limitation, attorney's attorneys fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountantsaccounts, actuaries, investment advisorsadvisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Company the proceeds of any borrowings against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Plan Committee or Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Plan Committee or Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) 8.2 If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) 8.3 The Trustee may consult with legal counsel (who may also be counsel for the Company generallyCompany) with respect to any of its duties or obligations hereunder. (d) 8.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 8.5 The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) 8.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to by applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. 8.7 Except for the Trustee's gross negligence or willful misconduct, the Trustee shall not be liable hereunder for any loss or diminution of 1986the Trust Fund resulting from any action taken or omitted. The Company shall indemnify the Trustee and defend it and hold it harmless from and against any and all costs, expenses and liabilities arising out of or in connection with the performance of the Trustee's duties arising hereunder (but excluding costs arising from the Trustee's gross negligence or willful misconduct in the performance of its responsibilities hereunder). If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. This Section shall survive the termination of this Agreement. 8.8 Notwithstanding any other provision of this Trust to the contrary, the Trustee does not guarantee payment of any amount which may become due and payable to a Participant or his or her beneficiary. The Trustee shall have no responsibility for the disclosure to Participants regarding the terms of the Plan or of this Trust, or for the validity thereof. The Trustee shall not be responsible for administrative functions under the Plan and shall have only such responsibilities under this Trust Agreement as amendedare specifically set forth herein. The Trustee will be under no obligation or liability to anyone with respect to any failure on the part of the Company, Committee, the Plan or the Company's independent public accounting firm or any Participant to perform any of their respective obligations under the Plan or this Trust. Nothing in this Trust shall be construed as requiring the Trustee to make any payment in excess of the amounts held in the Trust Fund at the time of such payment or otherwise to risk or expend its own funds.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated byCorporation in connection, and in conformity directly or indirectly, with, the terms of the Agreements Deferral Agreement or this Trust and is given in writing by the CompanyTrust. In the event of a dispute between the Company Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If The Corporation agrees to indemnify and hold the Trustee harmless from any and all costs, fees, expenses (including without limitation attorney's fees and expenses), claims or lawsuits by any person or entity, liabilities or obligations of any type or nature arising or related, directly or indirectly, to the Deferral Agreement, this Trust or any action or failure to act by the Trustee in connection in any way with any of the foregoing. Furthermore, if the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Corporation agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily solely liable for such payments. If the Company Corporation does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Corporation generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire and the Corporation may make available to the Trustee agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. In addition, the Trustee may delegate any of its duties under this Trust to employees and management of the Corporation and the Trustee may conclusively rely on the reports of such employees and management without further investigation. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Plan, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select legal counsel independent from the Company's counsel and may consult with counsel or other experts with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plan. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company or its Board of Directors which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust Agreement and is given in writing by the CompanyCompany or its Board of Directors. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any administrative, adversarial or other litigation or proceeding or enforcement action arising in connection with this Trust, including, without limitation, any successful action against the Company to enforce the indemnification provisions of this Trust Agreement, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, including without limitation, reasonable attorney's fees and expenses) relating thereto and to the Company shall be primarily liable for such payments. Moreover, the Company shall indemnify and hold the Trustee harmless from and against all loss or liability (including expenses and reasonable attorneys' fees), to which it may be subject by reason of its execution of its duties under this Trust Agreement, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or the Committee unless, and only to the extent, such loss or liability is due to the Trustee's gross negligence or willful misconduct. The Company will, upon notice, pay monthly in arrears to or on behalf of the Trustee, all reasonable attorneys' fees and expenses incurred by the Trustee. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust without notice to any party. If the Trustee receives notice of the assertion of any claim or of the commencement of any action or proceeding against the Trustee by any person other than the Company or an affiliate of the Company (a "Third Party Claim"), the Trustee will give the Company reasonable prompt written notice thereof. The Company will have the right to participate in or, by giving written notice to the Trustee, to elect to assume the defense of any litigation or proceeding at the Company's expense and by the Company's counsel (provided such counsel is reasonably satisfactory to the Trustee), and the Trustee will cooperate in good faith in such defense. If within ten calendar days after giving notice of a Third Party Claim to the Company, the Trustee receives written notice from the Company that the Company has elected to assume the defense of the Third Party Claim, the Company will not be liable for any legal expenses subsequently incurred by the Trustee in connection with the defense thereof; provided, however, that if the Trustee is advised in writing by its counsel that it needs separate counsel based on a conflict of interest, the Trustee may assume its own defense, and the Company will be liable for all reasonable legal fees, costs and expenses paid or incurred in connection therewith in accordance with the terms of this Agreement. Without the prior written consent of the Trustee which will not be unreasonably withheld or delayed, the Company will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Trustee for which the Trustee is not entitled to indemnification hereunder. Without the prior written consent of the Company which will not be unreasonably withheld or delayed, the Trustee will not enter into any settlement of any Third Party Claim which would create any financial or other liability on the part of the Company or the Participant. (c) The Subject to Section 8(b) above, the Trustee may consult with legal counsel (who may also also, but need not, be counsel for the Company generallyCompany) generally with respect to any of its duties or obligations hereunderhereunder at Company's expense which, should it remain unpaid, may be paid from the Trust without prior notice to any party (but the Trustee shall give notice of such action within three (3) business days thereof). The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such counsel. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals (other than legal counsel, the Trustee's right to which is described in Section 8(b) and (c) above) to assist it in performing any of its duties or obligations hereunderhereunder at the Company's expense which, should it remain unpaid, may be paid from the Trust without prior notice to any party (but the Trustee shall give notice of such action within three (3) business days thereof). The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such agents, accountants, actuaries, investment advisors, financial consultants or other professionals. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. The Trustee shall not be liable for the failure or inability of an insurance company to pay the proceeds of any policy when due, and in no event shall the Trustee have any responsibility or liability with respect to the selection or monitoring of any insurance policies held in the Trust or the insurers issuing such policies or the payment of premiums with respect to such policies. (f) The Company has represented to the Trustee that the Plan either (i) is not subject to ERISA, or (ii) is a "top-hat" plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, which is exempt from the provisions of Part 4 of Title I of ERISA. The Trustee is entering into this Agreement in reliance upon the Company's representation. Accordingly, in the event that the Plan is subject to ERISA and fails to qualify as a top-hat plan exempt from ERISA, then notwithstanding any other provision of this Agreement to the contrary, the Company will indemnify and hold the Trustee harmless from all liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) that the Trustee incurs as a result of a breach of fiduciary duty under ERISA arising from any action taken, or omitted to be taken, by the Trustee in good faith in accordance with this Agreement. In such event, the Company will, upon notice, pay monthly in arrears to or on behalf of the Trustee, all reasonable attorneys' fees and expenses incurred by the Trustee. In the event that the Trustee is determined to have incurred any liability as a result of the Trustee's gross negligence or willful misconduct, the Trustee will promptly reimburse the Company for all legal fees and expenses paid by the Company to or on behalf of the Trustee. (g) In the event that the Trustee is named in a lawsuit or proceeding involving the Plan or the Trust Fund, the Trustee shall be entitled to receive payments on a current basis pursuant to the indemnity provisions provided for in this Section; provided, however, that if the final judgment entered in the lawsuit or proceeding holds that Trustee is guilty of gross negligence or willful misconduct with respect to the Trust Fund, the Trustee shall be required to refund the indemnity payments that it has received. (h) All releases and indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement. The Company shall indemnify and hold harmless the Trustees for any actions of a prior Trustee. (i) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (j) Upon the expiration of 1986ninety (90) days from the date of any Trustee account statement, the Trustee shall be forever released and discharged from all liability and further accountability to the Company or any other person with respect to the accuracy of such account statement and all acts and failures to act of the Trustee reflected thereon, except to the extent that the Company, within such 90-day period, shall file with the Trustee specific, written objections to the account statement and, in any event, except to the extent that such accuracy, acts and failures to act are not readily discernible from a reasonable review of such account statement. To the extent not excepted pursuant to the preceding sentence, neither the Company, the Participant nor any other person shall be entitled to any additional or different accounting by the Trustee, and the Trustee shall not be compelled by the Company to file in any court any additional or different accounting. For purposes of regulations promulgated by Federal banking authorities, the Trustee's account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that so long as the Trustee is directed with respect to the investment of the Trust, the Company or the investment manager, as amendedthe case may be, shall have the right, upon written request, to receive at no additional cost written confirmations of such securities transactions, which shall be mailed or otherwise furnished by the Trustee within the timeframe required by applicable regulations.

Responsibility of the Trustee. (a) 8.1. The Trustee shall will act 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; provided, however, that the Trustee shall will incur no liability to any person one for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which or by an investment manager appointed by the Company that is contemplated by, by and in conformity with, complies with the terms of this trust agreement, including distributions made in accordance with a plan and to that extent will be relieved of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent person rule for investments. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments8.2. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generallyTrustee generally or counsel to the Company) with respect to any of its duties or obligations hereunder, including any determination as to whether a change in control of the Company has occurred or as to whether the Company is insolvent, and will not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (d) 8.3. The Trustee may hire such agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals as may be reasonably necessary to assist it in performing any of its duties or obligations hereunderadminister the trust. (e) 8.4. The Trustee shall will have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy or annuity contract is held as an asset of the Trusttrust, the Trustee shall will have no power to name a beneficiary of the policy or contract other than the Trusttrust or, except in accordance with Section 6 hereof, to assign the policy or contract (as distinct from conversion of the policy or contract to a different form) other than to a successor Trustee, to the Trustee or to loan to any person the proceeds of any borrowing against such policypolicy or contract. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given in writing by the Company or the Administrative Committee which is contemplated by, and in conformity with, the terms of the Agreements relevant Plan or this Trust and is given in writing by the CompanyAgreement. In the event of a dispute between the Company and a another party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) The Trustee shall have no discretionary control over, or any other discretion regarding, the investment of the Trust. It shall be the responsibility of the Company or the Administrative Committee after a Change of Control has occurred to determine the diversification policy with respect to the investment of Plan assets, for monitoring adherence to such policy, and for advising the Trustee with respect to its compliance with any investment limitations contained in the Plan. In the exercise of the Trustee’s investment authority under Section 5 the Trustee will be directed by the Company as to choice of investments and allocation of Trust assets among investments or by or the Administrative Committee after a Change of Control has occurred. In accordance with this provision, the Trustee is hereby directed to invest all Trust assets in one or more money market funds unless or until other directions are received by the Trustee from the Company or from the Company’s designee. The Trustee shall have (i) no duty or obligation to review any investment to be acquired, held or disposed of pursuant to proper instructions or to make any recommendation with respect to the acquisition, disposition or continued retention of any investment, and (ii) no liability or responsibility for following proper direction, or failing to act in the absence of any such direction. (c) If the Trustee undertakes or defends any administrative, adversarial or other litigation or proceeding arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to the Company shall be primarily liable for such payments. The Company will, upon notice, pay monthly, in arrears, to or on behalf of the Trustee, all reasonable attorneys’ fees and expenses incurred by the Trustee. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust without notice to any party. (cd) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also also, but need not, be counsel for the Company generallyCompany) generally with respect to any of its duties or obligations hereunderhereunder at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Following a Change of Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their beneficiaries under the Plans. The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such counsel. (de) The Trustee may hire agents, accountants, actuaries, investment advisors, payroll processing firms, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such agents, accountants, actuaries, investment advisors, payroll processing firms, financial consultants or other professionals. (ef) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. The Trustee shall not be liable for the failure or inability of an insurance company to pay the proceeds of any policy when due. (fg) Notwithstanding The Company shall indemnify and hold the Trustee harmless from and against all loss or liability (including expenses and reasonable attorneys’ fees), to which it may be subject by reason of its execution of its duties under this Trust, or by reason of any powers granted acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or a Participant unless, and only to the extent, such loss or liability is due to the Trustee’s negligence or willful misconduct. (h) The Company has represented to the Trustee pursuant that each Plan (i) is not subject to this Trust Agreement ERISA or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, (ii) qualifies as either (A) an excess benefit plan within the meaning of Section 301.77014(b) of ERISA or (B) a “top-2 hat” plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, which is exempt from the provisions of Part 4 of Title I of ERISA. The Trustee is entering into this Trust Agreement in reliance upon the Company’s representation. Accordingly, in the event that any Plan fails to meet one of the Procedure foregoing criteria then, notwithstanding any other provision of this Trust Agreement to the contrary, the Company will indemnify and Administrative Regulations promulgated hold the Trustee harmless from all liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses)that the Trustee incurs as a result of a breach of fiduciary duty under ERISA arising from any action taken, or omitted to be taken, by the Trustee in good faith in accordance with this Trust Agreement. In such event, the Company will, upon notice, pay monthly, in arrears to or on behalf of the Trustee, all reasonable attorneys’ fees and expenses incurred by the Trustee. In the event that the Trustee is determined to have incurred any liability as a result of the Trustee’s negligence or willful misconduct, the Trustee will promptly reimburse the Company for all legal fees and expenses paid by the Company to or on behalf of the Trustee. (i) In the event that the Trustee is named as a defendant in a lawsuit or proceeding involving any Plan or the Trust Fund, the Trustee shall be entitled to receive payments on a current basis pursuant to the Internal Revenue Code indemnity provisions provided for in this Section 8; provided however, that if the final judgment entered in the lawsuit or proceeding holds that Trustee is guilty of 1986negligence or willful misconduct with respect to the Trust Fund, as amendedthe Trustee shall be required to refund the indemnity payments that it has received. (j) All releases and indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement. The Company shall indemnify and hold harmless the Trustee for any actions of a prior trustee.

Responsibility of the Trustee. (a) 10.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person man 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; provided, however, except to the extent of the negligence or willful misconduct of the Trustee, that the Trustee shall incur no liability to any person anyone for any action taken pursuant to a direction, request request, or approval given by the Company which is contemplated by, by and in conformity with, complying with the terms of the Agreements or this Trust Agreement, and is given in writing by to that extent shall be relieved of the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent man rule for investments. (b) If the 10.2 The Trustee undertakes shall not be required to undertake or defends to defend any litigation arising in connection with this TrustTrust Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliability. (c) 10.3 The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally, or for the Company generallyor an Employer) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. (d) 10.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) 10.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to 10.6 The Company shall indemnify and hold harmless the Trustee pursuant of and from any and all costs, claims, losses, demands or liabilities, including reasonable attorney’s fees and expenses in defending against such claims, losses, demands and liabilities, in respect of the acts, transactions, duties, obligations or responsibilities which the Trustee performs or undertakes upon the direction of the Company, or any fiduciary. Such indemnity shall include all claims and liabilities arising from any breach of fiduciary responsibility by a fiduciary other than the Trustee, unless the Trustee: (a) knowingly participates in, or knowingly undertakes to conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach; (b) by its failure to act in accordance with Section 10.1 above in the administration of its specific responsibilities which give rise to its status as a fiduciary, has enabled such other fiduciary to commit a breach; (c) has knowledge of a breach by such other fiduciary, unless it makes reasonable efforts under the circumstances to remedy the breach; or (d) has acted with negligence or willful misconduct. The performance by the Trustee of trades, custody, reporting, recording and bookkeeping with respect to assets managed by another fiduciary shall not be deemed to give rise to any participation or knowledge on the part of the Trustee. Such indemnification shall survive the amendment or termination of the Trust Agreement or the resignation or removal of the Trustee and shall be construed as a contract between the Company and the Trustee under the laws of the State of Georgia. 10.7 The Trustee, as trustee, is not a party to, and has no duties or responsibilities under the Arrangements. In any case in which a provision of this Trust Agreement or to applicable lawconflicts with any provision in the Arrangement, the this Trust Agreement shall control. 10.8 The Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefromno duties, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant responsibilities or liability with respect to the Internal Revenue Code acts or omissions of 1986, any prior or successor trustee except as amendedset forth in Section 10.6.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements respective Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) If The Company shall indemnify the Trustee against and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorneys' fees and disbursements, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding or litigation arising out of the Trustee's actions or omissions under this Agreement or other applicable law, unless resulting from the negligence, breach of duty, violation of law, breach of this Agreement, or misconduct of Trustee. The Trustee shall indemnify the Company, Committee, the Arrangements, and Trust against and hold those parties harmless from, any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorneys' fees and disbursements, that may be incurred by, imposed upon, or asserted against any such indemnified party by reason of any claim, regulatory proceeding or litigation arising out of Trustee's negligence, bad faith, breach of duty, failure to perform any of its duties hereunder, or violation of applicable law, unless resulting from the negligence, breach of duty, violation of law, breach of this Agreement, or misconduct of the Company, the Committee, or the Arrangements. After a Change in Control, to the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonable timely manner, the Trustee may obtain payment from the Trust. After a Change in Control, if the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If After a Change in Control, if the Company does not pay such costs, expenses and liabilities in a reasonably reasonable timely manner, the Trustee may obtain payment from the Trust. This provision shall survive the termination of the Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986Code. (g) At the Company's request, as amendedthe Trustee shall timely file any federal, state or local tax and informational returns, and withhold and pay over any taxes, required to be filed and/or withheld and paid with respect to the Trust provided that the Company provides the Trustee, in a timely manner, with any information necessary for such filings which is not in the Trustee's possession.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which that is contemplated by, and in conformity with, with the terms of the Agreements or this Trust Trust, and is given in writing by the Company. The Company shall indemnify and hold harmless the Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable attorney’s fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the terms of this Trust, unless the Trustee has violated the Act or any other applicable law or has been negligent or has engaged in willful misconduct or has acted in bad faith. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 8.2 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor TrusteeTrustee or to an insurance carrier to effect a tax-free exchange of policies under Section 1035 of the Code, or to loan to any person the proceeds of any borrowing against such policy. The Trustee shall have the right to effect a voluntary conversion of the policy to a different form. The Trustee shall not be liable for the failure or omission of any insurance company for any reason to pay any benefits or furnish any services under the policies or contracts. (f) 8.3 However, notwithstanding the provisions of Section 8.2 above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. 8.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, therefrom within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeEmployer. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. The Trustee may seek remediation in both State and Federal courts. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act 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; provided, however, that the Trustee shall incur no liability to any person anyone for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which or by an investment manager appointed by the Company that is contemplated by, by and in conformity with, complies with the terms of this Agreement, including distributions made in accordance with directions of the Agreements or this Trust Administrator, and is given in writing by to that extent shall be relieved of the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent person rule for investments. (b) If The Trustee shall execute and become a party to the Stockholders Agreement as a holder of Management shares thereunder, and the Trustee undertakes shall vote shares of Common Stock held in Trust solely in accordance therewith. To the extent that the Stockholders Agreement does not mandate the manner in which shares of Common Stock are to be voted, the Trustee shall vote the shares of Common Stock in the same manner as and in proportion with the shares voted by the Majority Investors. The Trustee shall abstain from any vote to elect any member of the Board of Directors of the Company. (c) The Company agrees to indemnify the Trustee against all loss or defends expense incurred by the Trustee under this Agreement, if the Trustee acted in good faith and in a manner such Trustee reasonably believed to be in or not opposed to the best interests of the Trust, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Without limiting the foregoing, the Trustee shall not be required to undertake or to defend on behalf of any person any litigation arising in connection with this TrustAgreement, unless the Trustee be first indemnified by the Company agrees to indemnify the Trustee against the Trustee's his or her prospective costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliability. (cd) The Trustee may consult with legal counsel (who may also be counsel for the Company Trustee generally) with respect to any of its his or her duties or obligations hereunder, including any determination as to whether a Change of Control has occurred or as to whether the Company or an Affiliate is Insolvent, and shall not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (de) The Trustee may hire agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderconsultants. (ef) The Trustee shall have, without exclusionexclusions, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (fg) Notwithstanding any powers granted to Nothing in this Agreement shall be construed as constituting the Trustee plan “administrator,” as that term is defined in Section 3(16) of ERISA, of any plan or arrangement pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedwhich benefits are provided hereunder.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that prior to a Change in Control the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee, including a failure to act in accord with the standard set forth in Section 10(a). To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and, except in cases where a Participant or Beneficiary has applied for an independent determination by the Trustee after a Change of Control pursuant to Section 2(c), information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have or assume any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided. However, however, that the Trustee shall incur no liability to any person for (1) any action taken pursuant to a Grant Schedule or a written direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust or (2) a failure to obtain the lowest price for and best execution of any one or more purchases of Shares for the Trust (except with respect to a purchase the price for which is given not in writing by accordance with the Companyconditions set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of Shares. Otherwise, the Trustee shall be liable only for its negligence, misconduct, lack of good faith or breach of its duties under this Agreement. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If The Company shall indemnify and hold harmless the Trustee undertakes or defends any litigation arising from and against all damages, losses, obligations, liabilities, liens, deficiencies, penalties, fines, costs, and expenses, including without limitation, reasonable counsel fees and expenses in connection with this Trust, a breach of confidentiality by the Company agrees or third party claims and/or in connection with a successful defense of claims asserted by the Company, relating to indemnify or arising out of any act or failure to act by the Trustee against under this Agreement, except to the extent resulting from the Trustee's ’s negligence, misconduct, lack of good faith, failure to comply with applicable law and regulations, failure to meet its standard of care or other breach of the Trustee’s duties under this Agreement (provided that for this purpose, a breach of the Trustee’s duties shall not include a failure to obtain the lowest price for and best execution of any one or more purchases of Shares for the Trust (except with respect to a purchase the price for which is not in accordance with the conditions set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of Shares). The Trustee shall indemnify and hold harmless the Company from and against all damages, losses, obligations, liabilities, liens, deficiencies, penalties, fines, costs, expenses and liabilities (includingexpenses, including without limitation, reasonable attorney's ’s fees and expenses) , in connection with third party claims relating thereto to or arising out of the Trustee’s negligence, misconduct, lack of good faith, breach of confidentiality (including a breach by the Trustee’s employees and agents), failure to be primarily liable comply with applicable law and regulations, failure to meet its standard of care or other breach of the Trustee’s duties under this Agreement (provided that for such paymentsthis purpose, a breach of the Trustee’s duties shall not include a failure to obtain the lowest price for and best execution of any one or more purchases of Shares for the Trust (except with respect to a purchase the price for which is not in accordance with the conditions set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of Shares). If This provision shall survive the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trusttermination of this Agreement. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to by applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986Code. (g) The Trustee may hold any or all trust property in its own name, as amendedTrustee, in the name of a nominee or nominees or otherwise without indication of any trust, but in the event the same are held in its own name or in the name of a nominee or nominees, suitable indication is to be made upon the books and records of the Trustee that such property so held is part of the trust property. The Trustee may keep trust property with a transfer agent, broker or dealer, depository or custodian and may keep trust property in book entry form. (h) For Shares held in the Trust fund, the Trustee shall notify the Company or its designee of rights or discretionary corporate actions as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository. Absent actual receipt of such notice, the Trustee shall have no liability for failing to so notify the Company. The Trustee may vote directly and give discretionary or other proxies for voting securities other than Shares or other securities comprising Share Proceeds. (i) The Trustee may execute securities transactions through any broker or dealer.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangement or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangement, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Trustee hereby indemnifies the Company against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust which occur as a result of the Trustee’s negligence or breach of this Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall, upon notice to the Company, select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangement. (d) The Trustee may may, upon notice to the Company, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which that is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. The Company shall indemnify and hold harmless the Trustee, its officers, employees and agents from and against all liabilities, losses and claims (including reasonable attorneys’ fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the terms of this Trust, unless the Trustee has violated the Act or any other applicable law or has been negligent or has engaged in willful misconduct or has acted in bad faith. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 8.2 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor TrusteeTrustee or to an insurance carrier to effect a tax-free exchange of policies under Section 1035 of the Code, or to loan to any person the proceeds of any borrowing against such policy. The Trustee shall have the right to effect a voluntary conversion of the policy to a different form. The Trustee shall not be liable for the failure or omission of any insurance company for any reason to pay any benefits or furnish any services under the policies or contracts. (f) 8.3 However, notwithstanding the provisions of Section 8.2 above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. 8.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a the written direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) The Trustee is not a party to, and has no duties or responsibilities under, the Plan other than those that may be expressly contained in this Agreement. In any case in which a provision of this Agreement conflicts with any provision in the Plan, this Agreement shall control. (c) The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. (d) The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and affiliates and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys' fees and expenses incurred by the Trustee or any of the foregoing indemnities arising out of or in connection with this Agreement, except as a result of the Trustee's own negligence or willful misconduct. This indemnification shall survive the termination of this Agreement. (e) If the Trustee undertakes or defends any litigation or other claim or action or participates in a negotiation resulting in a settlement prior to the commencement of litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's reasonable costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. This provision shall not apply, however, to any litigation claim or action where the Trustee's actions are determined to involve fraud, self-dealing or breach of the Trustee's duties hereunder. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (cf) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunderhereunder and shall have no liability for any action or failure to act exclusively in reliance upon the reasonable written advice of such counsel. (dg) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or and other professionals to assist it in performing any of its duties or obligations hereunder. (eh) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (fi) Notwithstanding anything in this Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust's property; or the breakdown, failure or malfunction or any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Agreement. (j) The Trustee shall not be liable for any act of omission of any other person in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee. (k) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Company's Board of Directors which is contemplated by, and in conformity with, the terms of the Agreements Plan and/or Contracts or this Trust Agreement and is given in writing by the Company's Board of Directors and the Company shall indemnify and hold harmless the Trustee, its officers, employees and agents from and against all liabilities, losses and claims (including reasonable attorney’s fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the terms of this Trust Agreement. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any administrative, adversarial or other litigation or proceeding arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, including without limitation, reasonable attorney's fees and expenses) relating thereto and to the Company shall be primarily liable for such payments. The Company will, upon notice, pay monthly in arrears to or on behalf of the Trustee, all reasonable attorneys’ fees and expenses incurred by the Trustee. If the Company does not pay such costs, reasonable expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust without notice to any party. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Provided that the Trustee gives advance written notice to the Company, the Trustee may consult with legal counsel (who may also also, but need not, be counsel for the Company generallyCompany) generally with respect to any of its duties or obligations hereunder. (d) The Provided that the Trustee gives advance written notice to the Company, the Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) a. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Employer which is contemplated by, and in conformity with, the terms of the Agreements Plan or this the Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) b. If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Employer agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Employer does not pay such costs, expenses and liabilities in a reasonably timely mannerwithin 30 days of being billed for such amounts, the Trustee may obtain payment from the Trust. (c) c. The Trustee may consult with legal counsel (who may also be counsel for the Company generallyEmployer) with respect to any of its duties or obligations hereunder. (d) d. The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) e. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) f. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Bank which is contemplated by, and in conformity with, the terms of the Deferred Compensation Agreements or this Trust Agreement and is given in writing by the CompanyBank. In the event of a dispute between the Company Bank and a any other party, the Trustee may apply apply, at the expense of the Trust to a court of competent jurisdiction located in San Mateo County, California, to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, Trust except where it is finally determined by a court of competent jurisdiction that the Company Trustee breached its duties under this Trust Agreement the Bank agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Bank does not pay such costscosts , expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Bank generally) with respect to any of its duties or obligations hereunderhereunder and charge counsel fees to the Trust if they are not paid in a timely manner by the Bank. (d) The Trustee may hire agents, . accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its the duties or obligations of the Trustee hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is acquired or held at the direction of the Bank as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, or to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person (including the Bank) the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to under applicable law, the Trustee shall not have any power that could give this Trust the objective of or carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee shall be entitled to conclusively rely upon any written notice, direction, instruction, certificate or other communication delivered to the Trustee and believed by the Trustee to be genuine and to have been signed by the proper person or persons. (h) Nothing contained in this Trust Agreement shall require the Trustee to risk or expend its own funds in the performance of 1986its duties hereunder. In the acceptance and performance of its duties hereunder, the Trustee acts solely as amendedthe Trustee of the Trust and not in its individual capacity, and all persons, other than the Bank, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trustee for the payment or satisfaction thereof, except to the extent that the Trustee has engaged in willful misconduct or gross negligence, or the Trustee has willfully breached its obligation under this Trust Agreement. (i) The Trustee shall not be responsible for determining whether a Change in Control (as defined herein) has occurred. The Bank will notify the Trustee of the occurrence of a Change in Control, and the Trustee shall be entitled to rely conclusively upon such notification for all purposes of a Change in Control hereunder without any liability or further duty with respect thereto. (j) Any amendment or amendments that are or may be made to the Deferred Compensation Agreements shall not increase the Trustee's duties hereunder without the express written consent of the Trustee.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of 1986this Trust Agreement conflicts with any provision in the Arrangements, as amendedthis Trust Agreement shall control. (h) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee.

Responsibility of the Trustee. (a) 7.1 The Trustee shall act 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; provided, however, that the Trustee shall incur no liability to any person anyone for any action taken pursuant to a direction, request request, or approval given by the Company which is or any Participant (or any beneficiary of a Participant) contemplated byby and complying with the terms of this Trust Agreement. 7.2 Subject to investment guidelines agreed to in writing from time to time by the Company and the Trustee, the Trustee shall have power and authority to invest and reinvest the Trust Assets, and in conformity with, all events is authorized and empowered to do all other acts necessary or desirable for the terms proper administration of the Agreements or this Trust Assets, as the absolute owner thereof, including, but not limited to, authorization and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.power: (ba) If To invest and reinvest in any property, real, personal or mixed, wherever situated and whether or not productive of income or consisting of wasting assets, including without limitation, common and preferred stocks, bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee undertakes or defends any litigation arising in connection with this TrustTrustee, the Company agrees to indemnify the Trustee against or any affiliate thereof), futures, option and forward contracts, leaseholds, mortgages, certificates of deposit or demand or time deposits (including any such deposits with the Trustee's costs), expenses shares of investment companies and liabilities (includingmutual funds, interests in partnerships and trusts, insurance policies and annuity contracts, and oil, mineral or gas properties, royalties, interests or rights, without limitation, attorney's fees being limited to the classes of property in which trustees are authorized to invest by any law or any rule of court of any state and expenses) relating thereto and without regard to be primarily liable for the proportion any such payments. If property may bear to the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, entire amount of the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise hereinTrust Assets; provided, however, that if an the Trustee is authorized to receive and hold any stock or security of the Company or any affiliate thereof which is contributed by the Company to the Trust and the Trustee shall not sell any such stock or security unless (i) the Company so directs or (ii) such sale is necessary in order to meet the liquidity needs of the Trust; (b) To invest and reinvest all or any portion of the Trust Assets collectively through the medium of any common, collective or commingled trust fund that may be established and maintained by the Trustee, subject to the instrument or instruments establishing such trust fund or funds and with the terms of such instrument or instruments, as from time to time amended, being incorporated into this Trust Agreement, to the extent of the equitable share of the Trust funds in any such common collective or commingled trust fund; (c) To retain any property at any time received by the Trustee; (d) Subject to subsection (a) above, to sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future; (e) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person; (f) To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof and any assessments levied with respect to any such property so deposited; (g) To extend the time of payment of any obligation held by it; (h) To hold uninvested any moneys received by it, without liability for interest thereon, until such moneys shall be invested, reinvested or disbursed; (i) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise; (j) For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it; (k) For the purposes of the Trust, to loan to the Company the proceeds of any borrowing against any insurance policy is held as an asset of the Trust; (l) To manage, administer, operate, insure, repair, improve, develop, preserve, mortgage, lease or otherwise deal with, for any period, any real property or any oil, mineral or gas properties, royalties, interests or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any such purposes, to modify, extend, renew, waive or otherwise adjust any provision of any such mortgage or lease and to make provision for amortization of the investment in or depreciation of the value of such property; (m) To employ suitable agents and counsel, who may be counsel to the Company or the Trustee and to pay their reasonable expenses and compensation from the Trust to the extent not paid by the Company; (n) To cause any property held by it to be registered and held in the name of one or more nominees, with or without the addition of words indicating that such securities are held in a fiduciary capacity, and to hold securities in bearer form; (o) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom; (p) To organize under the laws of any state a corporation or trust for the purpose of acquiring and holding title to any property which it is authorized to acquire hereunder and to exercise with respect thereto any or all of the powers set forth herein; and (q) Generally, to do all acts, whether or not expressly authorized, that the Trustee may deem necessary or desirable for the protection of the Trust Assets. Notwithstanding the foregoing, the Trustee shall upon the written direction of the Company invest all or part of the Trust Assets in a commercial annuity or insurance contract, or any other investment, selected by the Company and the Trustee shall have no power responsibility for any such investment other than as owner and custodian thereof. 7.3 The Company may at any time direct the Trustee to name segregate a beneficiary portion of the policy other than Trust Assets in a separate investment account or accounts and may appoint one or more investment managers to direct the Trustinvestment and reinvestment of each such investment account or accounts. In such event, the Company shall notify the Trustee of the appointment of each such investment manager. Thereafter, the Trustee shall make every sale or investment with respect to such investment account as directed in writing by the investment manager provided such sales or investments are limited to reasonable investable assets acceptable to the Trustee. It shall be the duty of the Trustee to act strictly in accordance with each direction. The Trustee shall be under no duty to question any such direction of the investment manager, to assign review any securities or other property held in any such investment account or accounts acquired by it pursuant to such directions or to make any recommendations to the policy investment managers with respect to such securities or other property. Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an investment manager, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, through the medium of any short term common, collective or commingled trust fund established and maintained by the Trustee subject to the instrument establishing such trust fund, U.S. Treasury Bills, commercial paper (including such forms of commercial paper as distinct from conversion may be available through the Trustee's Trust Department), certificates of deposit, and similar type securities, with a maturity not to exceed fifteen months; and, furthermore, sell such short term investments as may be necessary to carry out the instructions of an investment manager regarding more permanent type investment and directed distributions. The Trustee shall not be liable or responsible for any loss resulting to the Trust by reason of any sale or purchase of an investment directed by an investment manager nor by reason of the policy failure to a different form) other than take any action with respect to a successor Trusteeany investment which was acquired pursuant to any such direction in the absence of further directions of such investment manager, or to loan solely as a result of the performance by the Trustee or its officers, employees or agents, of any custodial, reporting, recording or bookkeeping functions with respect to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted investment account, except to the Trustee pursuant to extent that such performance constituted gross negligence or willful misconduct on the part of the Trustee. Notwithstanding anything in this Trust Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all personal liability to which the Trustee may be subjected by carrying out any directions of an investment manager issued pursuant hereto or for failure to applicable lawact in the absence of directions of the investment manager including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of an investment manager, having actual knowledge that such act or omission is a breach of a fiduciary duty; provided further, however, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of an investment manager with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of an investment manager or for failure to act in the absence of directions of an investment manager. The Trustee may rely upon any power that could give this Trust order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the objective of carrying on a business investment manager which the Trustee believes to be genuine and dividing to have been issued by the gains therefrom, within the meaning of Section 301.7701-2 investment manager. The Trustee shall not be charged with knowledge of the Procedure and Administrative Regulations promulgated pursuant termination of the appointment of any investment manager until it receives written notice thereof from the Company. 7.4 No person dealing with the Trustee shall be under any obligation to see to the Internal Revenue Code proper application of 1986any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any transaction. 7.5 The Trustee shall distribute cash or property from the Trust in accordance with Section 5 hereof. The Trustee may make any distribution required hereunder by mailing its check for the specified amount, or delivering the specified property, to the person to whom such distribution or payment is to be made, at such address as amendedmay have been last furnished to the Trustee, or if no such address shall have been so furnished, to such person in care of the Company.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and and (b) in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If . Neither the Trustee undertakes or defends any litigation arising in connection with this Trust, nor the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to shall be primarily liable for such paymentspunitive or consequential damages or for losses caused beyond their control. If The Company shall be solely responsible for compliance with Section 409A of the Company does not pay such costsCode, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustor any successor legislation. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an a commercial annuity, retirement, income or life insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the annuity or policy other than the Trust, to assign the annuity or policy (as distinct from conversion of the annuity or policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policyannuity or Policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee will be under no duties whatsoever, except such duties as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. The Trustee will not be compelled to take any action toward the execution or enforcement of 1986the Trust or to prosecute or defend any suit in respect thereof, unless indemnified to its satisfaction against loss, costs, liability and expense or there are sufficient assets in the Trust to provide such indemnity; and the Trustee will be under no liability or obligation to anyone with respect to any failure on the part of the Company to perform any of its obligations under the Plans. Nothing in this Agreement shall be construed as amendedrequiring the Trustee to make any payment in excess of amounts held in the Trust at the time of such payment or otherwise to risk its own funds. (h) The Company shall pay and shall protect, indemnify and save harmless the Trustee and its officers, employees and agents from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, reasonable attorney’s fees and expenses) of any nature arising from or relating to any action or any failure to act by the Trustee, its officers, employees and agents or the transactions contemplated by this Agreement, including, but not limited to, any claim made by Plan participants or their beneficiaries or estates with respect to payments made or to be made by the Trustee, or any claim that this Agreement is invalid or ultra vxxxx, except to the extent that any such loss, liability, action, suit, judgment, demand, damage, cost or expense is to be the result of the gross negligence or willful misconduct of the Trustee, its officers, employees or agents. To the extent that the Company has not fulfilled its obligations under the foregoing provisions of this Section, the Trustee shall be reimbursed out of the assets of the Trust or may set up reasonable reserves for the payment of such obligations. The Trustee assumes no (i) obligation or responsibility with respect to any action required by this Agreement on the part of the Company.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisorsadvisors (subject to Section 5(c) hereof), financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor the Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act 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; provided, however, that the Trustee shall incur no liability to any person anyone for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which or by an investment manager appointed by the Company that is contemplated by, by and in conformity with, complies with the terms of the Agreements or this Trust Agreement, including distributions made in accordance with Schedule B as from time to time in effect, and is given in writing by to that extent shall be relieved of the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent person rule for investments. (b) If The Company agrees to indemnify the Trustee undertakes against all loss or defends expense incurred by the Trustee under this Agreement, except that in no event shall the Company indemnify the Trustee against any loss or expense incurred by reason of the Trustee's own negligence or misconduct. Without limiting the foregoing, the Trustee shall not be required to undertake or to defend on behalf of any person any litigation arising in connection with this TrustTrust agreement, unless it be first indemnified by the Company agrees to indemnify the Trustee against the Trustee's its prospective costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliability. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Trustee generally) with respect to any of its duties or obligations hereunder, including any determination as to whether a Change of Control has occurred or as to whether the Company is Insolvent, and shall not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (d) The Trustee may hire agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderconsultants. (e) The Trustee shall have, without exclusionexclusions, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to Nothing in this Trust Agreement or to applicable law, shall be construed as constituting the Trustee shall not have plan "administrator," as that term is defined in Section 3(16) of ERISA, of any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated plan or arrangement pursuant to the Internal Revenue Code of 1986, as amendedwhich benefits are provided hereunder.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701section 30 1.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of 1986this Trust Agreement conflicts with any provision in the Arrangements, as amendedthis Trust Agreement shall control. (h) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a the written direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) The Trustee is not a party to, and has no duties or responsibilities under, the Plans other than those that may be expressly contained in this Agreement. In any case in which a provision of this Agreement conflicts with any provision in the Plans, this Agreement shall control. (c) The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. (d) The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and affiliates and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys' fees and expenses incurred by the Trustee or any of the foregoing indemnities arising out of or in connection with this Agreement, except as a result of the Trustee's own negligence or willful misconduct. This indemnification shall survive the termination of this Agreement. (e) If the Trustee undertakes or defends any litigation or other claim or action or participates in a negotiation resulting in a settlement prior to the commencement of litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's reasonable costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. This provision shall not apply, however, to any litigation claim or action where the Trustee's actions are determined to involve fraud, self-dealing or breach of the Trustee's duties hereunder. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (cf) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunderhereunder and shall have no liability for any action or failure to act exclusively in reliance upon the reasonable written advice of such counsel. (dg) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or and other professionals to assist it in performing any of its duties or obligations hereunder. (eh) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (fi) Notwithstanding anything in this Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust's property; or the breakdown, failure or malfunction or any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Agreement. (j) The Trustee shall not be liable for any act of omission of any other person in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee. (k) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 11.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like likes aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which that is contemplated by, and in conformity with, the terms of the Agreements a Plan or this Trust and is given in writing by the CompanyCommittee, or the Administrator, as required pursuant to this Agreement. In the event of a dispute between the Company or Subsidiary and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) 11.2 The Company and Subsidiaries hereby indemnify the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or willful misconduct of Trustee. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under a Plan, the Company agrees and Subsidiaries agree to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If The indemnity described in this Section 11.2 shall be provided by the Company does not pay such costs, expenses and liabilities the Subsidiaries. 11.3 The Trustee shall indemnify and hold harmless the Company and the Subsidiaries for any damages or costs (including attorneys’ fees) that may be incurred in the event that the Trustee fails to timely perform its duties as required by this Trust Agreement. 11.4 Prior to a reasonably timely mannerChange in Control, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control, the Trustee may select independent legal counsel and may consult with counsel or other experts with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plan(s). (d) 11.5 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company and Subsidiaries. (e) 11.6 The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) 11.7 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the the, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity withconformity, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities liability (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an any insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated promulgate pursuant to the Internal Revenue Code Code. (g) The Trustee shall not be liable for any mistake or error in judgment but shall be liable only for willful misconduct or gross negligence. (h) No Trustee shall be required to furnish bond or other security except as herein expressly provided or except if required to do so under applicable federal law. (i) In the event of 1986a garnishment, as amendedattachment, levy or other legal process by a creditor of the Company of any of the assets of the Trust under circumstances set out in Section 3.(b) hereof where Trustee cannot ascertain the Insolvency of the Company, the Trustee may interplead the assets of the Trust into the court where the creditor has brought such action. The Trustee shall have no liability to the Company for making such interpleader.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which that is contemplated by, and in conformity with, the terms of the Agreements Plan Documents or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 8.2 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) 8.3 However, notwithstanding the provisions of Section 8.2 above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. 8.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) A. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Employer which is contemplated by, and in conformity with, the terms of the Agreements Plan or this the Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) B. If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Employer agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Employer does not pay such costs, expenses and liabilities in a reasonably timely mannerwithin 30 days of being billed for such amounts, the Trustee may obtain payment from the Trust. (c) C. The Trustee may consult with legal counsel (who may also be counsel for the Company generallyEmployer) with respect to any of its duties or obligations hereunder. (d) D. The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) E. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) F. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) Any action required to be taken by the Company, or direction given by the Company, shall be by resolution of 1986the Compensation / Nominating / Governance Committee of its board of directors or by written direction of one or more of its president, as amendedany vice president or treasurer. The Trustee may rely upon a resolution or direction filed with the Trustee and shall have no responsibility for any action taken by the Trustee in accordance with any such resolution or direction.

Responsibility of the Trustee. (a) The Except as otherwise provided herein, the Trustee shall will act in accordance with the careprudent investor rule, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken in good faith pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(f) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust, first from the Expense Reserve. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust, first from the Expense Reserve. No such indemnification shall be required unless the Trustee (i) provides the Company with prompt written notice, unless the Company is not prejudiced by late notice, of the possibility that indemnification might be required and (ii) offers the Company the right of defense provided there is no conflict of interest between the Company’s position and that of the Trustee. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any 6 action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee shall not be liable, to the extent permitted by law, for compliance with the investment directions as communicated to the Trustee by the Company. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) 8.2 The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) 8.3 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 8.4 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy or collateral assignment interest therein is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy or collateral assignment interest therein (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policypolicy or collateral assignment interest therein. (f) 8.5 However, notwithstanding the provisions of Section 8.4 above, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy or collateral assignment interest therein held as an asset of the Trust, provided the Plan participant or policy owner authorizes such loan in writing. 8.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. 8.7 Any cost or expense incurred in connection with the performance of 1986the Trustee's responsibilities under this Section 8 (including the hiring of agents, attorneys, accountants, etc.) shall be a proper expense of this Trust and the Trustee shall not be liable for the payment of such costs or expenses. The Company shall reimburse the Trustee for any such cost or expense incurred by the Trustee in connection with the performance of its duties and responsibilities under this Section 8. 7 8.8 The Company (which has the authority to do so under the laws of its state of incorporation) shall indemnify the Trustee, and defend it and hold it harmless from and against any and all liabilities, losses, claims, suits or expenses (including attorneys' fees) of whatsoever kind and nature which may be imposed upon, asserted against or incurred by the Trustee at any time by reason of its provision of services under this Trust Agreement, its status as amendedTrustee, or by reason of any act or failure to act under the Trust Agreement, except to the extent that any such liability, loss claim, suit or expense arises directly from the Trustee's negligence or willful misconduct in the performance of responsibilities specifically allocated to it under the Trust Agreement. This paragraph shall survive the termination of this Trust Agreement.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this the Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this the Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees reasonable attorneys' fees) and expenses) liabilities relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnity shall survive the termination of this Agreement. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generallyCompany) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor the Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding the provisions of Section 8(e), the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; goals provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Benefit Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply at the expense of the Trust to a court of competent jurisdiction (located in West Virginia, if possible) to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, except where it is finally determined by a court of competent jurisdiction that the Trustee breached its duties under this Agreement, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, then the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunderhereunder and charge their fees to the Trust if they are not paid in a timely manner by Company. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its the duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is acquired or held at the direction of the Company as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person (including the Company) the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee shall be entitled to conclusively rely upon written notice, direction, instruction, certificate or other communication believed by it to be genuine and to be signed by the proper person or persons. (h) Nothing contained in this Trust Agreement shall require the Trustee to risk or expend its own funds in the performance of 1986its duties hereunder. In the acceptance and performance of its duties hereunder, the Trustee acts solely as amendedtrustee of the Trust and not in its individual capacity, and all persons, other than the Company, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trustee for the payment or satisfaction thereof, except to the extent that the Trustee has engaged in willful misconduct or gross negligence, or the Trustee has willfully breached its obligation under this Trust Agreement. (i) The Trustee shall not be responsible for determining whether a Change in Control (as hereinafter defined) has

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation against or by a third party arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments; provided, however, such costs, expenses and liabilities shall not be borne by the Company to the extent they are caused by the Trustee's gross negligence, willful misconduct, lack of good faith or breach of its duties under the Trust Agreement. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee shall deliver or cause to be executed and delivered, to the Company, all notices, prospectuses, finance statements, proxies, and proxy soliciting materials relating to investments held hereunder. The Trustee shall not vote any proxy or tender offer election, participate in any voting trust, exercise any options or subscription right, or join in, dissent from, or oppose any merger, reorganization, consolidation, liquidation, or sale with respect to any asset held hereunder except in accordance with timely written instructions of 1986the Company. If no such written instructions are timely received, as amendedsuch proxies, elections and voting trust shall not be voted; such options or subscription rights shall not be exercised; and such mergers, reorganizations, consolidations, liquidations, or sales shall not be joined, dissented from, or opposed. (h) Unless resulting from the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement, the Company shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Arrangements or this Trust Agreement. If the Company does not pay such costs, expenses and liabilities for which it is liable hereunder in a reasonably timely matter, the Trustee may obtain payment from the Trust. In the event of the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement, the Trustee shall indemnify and save harmless the Company and its employees, officers and delegates (including any committee appointed to administer the Arrangements) from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Company and its employees, officers, and delegates (including any committee appointed to administer the Arrangements) in connection with the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (i) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of this Trust Agreement conflicts with any provision in the Arrangements, this Trust Agreement shall control.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity withconformity, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities liability (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an any insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing borrowings against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee shall not be liable for any mistake or error in judgment but shall be liable only for willful misconduct or gross negligence. (h) No Trustee shall be required to furnish bond or other security except as herein expressly provided or except if required to do so under applicable federal law. (i) In the event of 1986a garnishment, as amendedattachment, levy or other legal process by a creditor of the Company of any of the assets of the Trust under circumstances set out in Section 3.(b) hereof where Trustee cannot ascertain the Insolvency of the Company, the Trustee may interplead the assets of the Trust into the court where the creditor has brought such action. The Trustee shall have no liability to the Company for making such interpleader.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d). (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from Trustee’s gross negligence, willful misconduct, or material breach of the provisions of or its obligations under this Trust Agreement. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of 1986this Trust Agreement conflicts with any provision in the Arrangements, as amendedthis Trust Agreement shall control. (h) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee.

Responsibility of the Trustee. The general responsibilities of the Trustee shall be as follows: (a) The Trustee shall act with the careExcept as expressly otherwise provided herein, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability have exclusive authority and discretion to any person for any action taken pursuant to a direction, request or approval given by manage and control the Company which is contemplated by, and in conformity with, the terms assets of the Agreements or this Trust and is given Plan held in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeFund. (b) If The Trustee shall hold, administer, invest and reinvest, and disburse the Trustee undertakes or defends any litigation arising Fund in connection accordance with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustpowers stated herein. (c) The Trustee shall disburse moneys and other properties from the Fund on direction of the Employer, pursuant to the provision of the Plan at the time or times, to the payee or payees specified by the Employer in directions to the Trustee in such form as the Trustee may consult with legal counsel (who may also reasonably require. The Trustee shall be counsel under no liability for the Company generally) with respect any distribution made by it pursuant to such directions and shall be under no duty to make inquiry as to whether any distribution made by it pursuant to any such direction is made pursuant to the provisions of its duties or obligations hereunderthe Plan. The receipt of a distribution by the Payee shall constitute a full acquittance to the Trustee. (d) The Trustee shall have the responsibilities, if any, expressly allocated to it by the Plan. Except as responsibilities may hire agentsbe expressly so allocated, accountantsthe Trustee in its capacity as such shall have no responsibility or authority with respect to the operation and administration of the Plan. However, actuariesif the Trustee is notified that any action on its part is necessary or desirable and the Employer has failed or is unable to furnish the Trustee with the necessary instructions or information, investment advisorsthe Trustee may take such action as it deems necessary or desirable consistent with the Plan, financial consultants or other professionals to assist it in performing any including, without limitation action respecting interpretation of its duties or obligations hereunderthe Plan and payment of benefits. (e) The Trustee shall haveIf the Employer so elects, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset the Trustees' discretion to manage and control the assets of the TrustPlan held in the trust Fund or to acquire or dispose of any such assets shall be subject to the direction of the Employer. Should the Employer appoint an Investment Manager to Manage any assets of the trust Fund, the Trustee shall have no Trustees' power to name a beneficiary manage and control or to acquire or dispose of such assets shall be subject to the direction of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policyInvestment Manager. (f) Notwithstanding At any powers granted to the Trustee pursuant to this Trust Agreement or to applicable lawtime when there is more than one Trustee, the Trustee Trustees shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedact by majority vote.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeEmployer. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. The Trustee may seek mediation in both State and Federal courts. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request request, or approval given by the Company Employer which is contemplated by, and in conformity withconformity, with the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a partyEmployer and, provided further, that the Trustee may apply shall incur no liability to any persons for any actions or failure to act incident to a court determination of competent jurisdiction to resolve the disputeInsolvency. (b) 9.2 If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Employer agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Employer does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) 9.3 The Trustee may consult with legal counsel (who may also be counsel for the Company Employer or the Trustee generally) with respect to any of its duties or obligations hereunderobligations. (d) 9.4 hereunder and shall have no liability for any action or failure to act in reliance upon such legal counsel. 9.5 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants consultants, or other professionals to assist it in performing any of its duties or obligations hereunder. (e) 9.6 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable lawlaw as set forth in Section 12.4 of this Agreement, unless expressly provided otherwise herein, or expressly provided otherwise in the Plan; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall not have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (f) 9.7 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to by applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. 9.8 The Employer hereby indemnifies the Trustee against, and shall hold the Trustee harmless from, any and all loss, claim, liability, and expense, including reasonable attorney fees, imposed upon the Trustee or incurred by the Trustee as a result of 1986any acts taken, or any failure to act, in accordance with directions from the Employer (or the committee appointed by the Employer) or by reason of the Trustee’s good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the Trust as amendedprovided for in Article I, the Employer’s obligations in the foregoing regard to be satisfied promptly on request by the Trustee, provided that in the event that the loss, claim, liability or expense involved is determined by a no longer appealable final judgement entered in a lawsuit or proceeding to have resulted from the negligence or willful misconduct of the Trustee, the Trustee, shall promptly thereafter return to the Employer any amount previously received by the Trustee under this Article with respect to such loss, claim liability or expense.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Employer which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputedispute and may deposit the disputed assets with the court for disposition. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Employer agrees to indemnify the Trustee Trustee, except to the extent caused by the willful misconduct or substantial negligence of the Trustee, against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Employer does not 5 pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employer generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation against or by a third party arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments; provided, however, such costs, expenses and liabilities shall not be borne by the Company to the extent they are caused by the Trustee's gross negligence, willful misconduct, lack of good faith or breach of its duties under the Trust Agreement. If the Company does not pay such costs, expenses and liabilities in a reasonably timely mannermannerr, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee shall deliver or cause to be executed and delivered, to the Company, all notices, prospectuses, finance statements, proxies, and proxy soliciting materials relating to investments held hereunder. The Trustee shall not vote any proxy or tender offer election, participate in any voting trust, exercise any options or subscription right, or join in, dissent from, or oppose any merger, reorganization, consolidation, liquidation, or sale with respect to any asset held hereunder except in accordance with timely written instructions of 1986the Company. If no such written instructions are timely received, as amendedsuch proxies, elections and voting trust shall not be voted; such options or subscription rights shall not be exercised; and such mergers, reorganizations, consolidations, liquidations, or sales shall not be joined, dissented from, or opposed. (h) Unless resulting from the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement, the Company shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Arrangements or this Trust Agreement. If the Company does not pay such costs, expenses and liabilities for which it is liable hereunder in a reasonably timely matter, the Trustee may obtain payment from the Trust. In the event of the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement, the Trustee shall indemnify and save harmless the Company and its employees, officers and delegates (including any committee appointed to administer the Arrangements) from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Company and its employees, officers, and delegates (including any committee appointed to administer the Arrangements) in connection with the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its duties under this Trust Agreement. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (i) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of this Trust Agreement conflicts with any provision in the Arrangements, this Trust Agreement shall control, (j) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs’s cost, expenses and liabilities (including, without limitation, attorney's attorneys fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountantsaccounts, actuaries, investment advisorsadvisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the company the proceeds of any borrowings against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefromthere from, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company The Employer agrees to indemnify and hold harmless the Trustee from and against the Trustee's any losses, costs, expenses and liabilities damages, claims or expenses, including reasonable attorneys' fees, which the Trustee may incur or pay out in connection with, or otherwise arising out of, the performance by the Trustee of its duties hereunder (including, without limitationbut not limited to, attorney's fees and expensesany liability (i) relating thereto to the Employer's provision for reporting and to be primarily liable for such payments. If the Company does not pay such costswithholding of any federal, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.state or local (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generallyEmployer) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. The Trustee shall timely file, or cause to be filed, Internal Revenue Service Form 1041 (or its successor form), as required by law or regulation, and any similar information tax return required under state or local law. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person person, other than the Trustee, the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(f) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of 1986this Trust Agreement conflicts with any provision in the Arrangements, this Trust Agreement shall control. (h) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee. (i) Upon a Change in Control, the Company shall either (i) notify the Trustee that there have been no changes in the Administrative Guidelines from the Administrative Guidelines that the Trustee has most recently received, or (ii) if there have been changes in the Administrative Guidelines, provide the Trustee with Administrative Guidelines updated to the date of the Change in Control. If the Company fails to provide the Administrative Guidelines after thirty (30) days’ written notice from the Trustee to the Company, then the Trustee may employ such professionals as amendedare necessary to prepare the Administrative Guidelines, at the expense of the Trust and in accordance with this Trust Agreement.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Corporation which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the CompanyCorporation. In the event of a dispute between the Company Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Corporation agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Corporation does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Corporation generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, Trustee or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If In the execution of its powers hereunder, the Trustee undertakes shall not be liable for any loss to the Trust assets arising (i) in consequence of the failure, depreciation or defends loss of any litigation investments made in good faith or (ii) by reason of any act or omission made in good faith or of any other matter or thing except, in each case, liability for breach of trust arising in connection with this Trustfrom the fraud, wilful misconduct or gross negligence of the Trustee, and the Company agrees to indemnify the Trustee against the Trustee's costsagainst, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for for, any such paymentsloss and an cost and expenses incurred by the Trustee in defending against any such loss. If the Company does not pay such costs, expenses and liabilities losses in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunderhereunder and the Company agrees to indemnify the Trustee against, and to be primarily liable for, any loss (and costs and expenses incurred by the Trustee in defending against any such loss) arising out of any actions or omissions of the Trustee taken or omitted in good faith reliance on any such advice. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor the Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust Agreement the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or willful misconduct of Trustee. The Trustee hereby indemnifies the Company against liabilities, claims, costs and expenses resulting from negligence or willful misconduct of the Trustee. The Trustee shall not be liable under any circumstances for indirect, incidental, consequential, punitive, or special damages in connection with the administration of this Trust. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken (or not taken) pursuant to a direction, request or approval given by the Company which is contemplated byCorporation in connection, and in conformity withdirectly or indirectly, with the terms of the Agreements Deferral Agreement or this Trust and is given in writing by the CompanyTrust. In the event of a dispute between the Company Corporation and a partyany party in interest, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If The Corporation agrees to indemnify and hold the Trustee harmless from any and all costs, fees, expenses (including without limitation attorney's fees and expenses), claims or lawsuits by any person or entity, liabilities or obligations of any type or nature arising or related, directly or indirectly, to the Deferral Agreement, this Trust or any action or failure to act by the Trustee in connection in any way with any of the foregoing. Futhermore, if the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Corporation agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily solely liable for such payments. If the Company Corporation does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Corporation shall, if requested by the Trustee, assume the defense of any litigation brought against the Trustee or the Trust, in which event the Corporation shall have no liability to the Trustee for any costs or expenses of litigation (absent a conflict of interest which reasonably necessitates the Trustee's hiring separate counsel). (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Corporation generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire and the Corporation may make available to the Trustee agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. In addition, the Trustee may delegate any of its duties under this Trust to employees and management of the Corporation (other than Executive) and the Trustee may conclusively rely on the reports of such employees and management without further investigation. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 8.1. The Trustee shall will act 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; , provided, however, that the Trustee shall will incur no liability to any person anyone for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which Company, Service Provider or Investment Manager that is contemplated by, by and in conformity with, complies with the terms of this trust agreement, including distributions made in accordance with a plan and to that extent will be relieved of the Agreements prudent person rule for investments. Notwithstanding any provision of this trust agreement to the contrary, the Company will protect, indemnify and save harmless the Trustee and its officers, employees and agents from and against all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, attorneys' fees and disbursements) of any nature arising from or this Trust and is given in writing relating to any action or any failure to act by the Company. In Trustee, its officers, employees and agents or any Service Provider or arising from or relating to the event of transactions contemplated by this agreement (including, but not limited to, any claim made by a dispute between trust beneficiary or his or her beneficiary with respect to payment made or to be made by the Trustee, and any claim made by the Company and or its successors, whether pursuant to a partysale of assets, merger, consolidation, liquidation or otherwise, that this trust agreement is invalid or ultra xxxxx) except to the Trustee may apply to extent that such loss, liability, action, suit, judgment, demand, cost or expense is finally determined by a court of competent jurisdiction to resolve result from the dispute. (b) If negligence or willful misconduct of the Trustee undertakes or defends any litigation arising in connection with this Trust, its officers or employees. To the extent that the Company agrees to indemnify has not fulfilled its obligations under the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely mannerprovisions of this Section 8.1, the Trustee will be reimbursed out of the assets of the Trust or may obtain set up reasonable reserves for the payment of such obligations. The Trustee assumes no obligation or responsibility with respect to any action required by this trust agreement on the part of the Company. The Company also agrees to hold the Trustee harmless from and against any tax, claim, liability, loss, damage or expense incurred by or assessed against it as successor trustee, as a direct or indirect result of an act or omission of a predecessor trustee or any other person charged under any prior agreement affecting assets of the Trusttrust with investment responsibility for such assets. (c) 8.2. The Trustee may consult with legal counsel (who may also be counsel for the Company generallyTrustee generally or counsel to the Company) with respect to any of its duties or obligations hereunder, including any determination as to whether a change in control of the Company has occurred or as to whether the Company is Insolvent, and will not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (d) 8.3. The Trustee may hire such agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals as may be reasonably necessary to assist it in performing any of its duties or obligations hereunderadminister the trust. (e) 8.4. The Trustee shall will have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy or annuity contract is held as an asset of the Trusttrust, the Trustee shall will have no power to name a beneficiary of the policy or contract other than the Trusttrust or, except in accordance with Section 6 hereof, to assign the policy or contract (as distinct from conversion of the policy or contract to a different form) other than to a successor Trustee, to the Trustee or to loan to any person the proceeds of any borrowing against such policypolicy or contract. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(e) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee accepts the Trust fund hereunder and agrees to accept and retain, manage, administer, and hold the Trust fund in accordance with the terms of this Trust Agreement. The Trustee shall act with the care, skill, prudence prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Company, which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust and is given in writing by the Company. . (b) In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (bc) If Except as otherwise provided herein, if the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (cd) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (de) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants consultants, or other professionals to assist it in performing any of its duties or obligations hereunder. (ef) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (fg) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(e) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust Fund. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust Fund. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan(s) or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel, including legal counsel (who may also be counsel for of the Company generally) should the Trustee so choose, with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants advisors or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) 1. The Trustee shall act with shall, in any and all actions hereunder, be held only to the carebusiness judgment standard applicable to officers and directors of corporations, skill, prudence and diligence as established under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms Section 309 of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeCalifornia Corporations Code. (b) 2. If the Trustee undertakes or defends any litigation or proceeding, including but not limited to any action or proceeding in respect of the assets of the Trust arising in connection with this Trustout of any Insolvency of the Company, the Company agrees to indemnify the Trustee against the Trustee's all costs, expenses expenses, fees and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that the Trustee shall thereafter continue to seek reimbursement from the Company of such expenses, and shall reimburse the Trust to the extent any such amounts are thereafter received from the Company. (c) 3. The Trustee may consult with legal counsel (who may also be counsel for the Company generallyCompany) with respect to any of its the Trustee's duties or obligations hereunder. (d) . The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants advisors or other professionals to assist it in performing any of its duties or obligations hereunder, all at the sole cost and expense of the Company, and the Company shall be primarily liable for the payment of the fees of such persons. (e) 4. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; herein provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) 5. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement herein, or to under applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing hiding the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeEmployer. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. The Trustee may seek remediation in both State and Federal courts. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act 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; providedPROVIDED, howeverHOWEVER, that the Trustee shall incur no liability to any person anyone for any action reasonably taken pursuant to in accordance with a written direction, request request, or approval given by the Company which or by an investment manager appointed by the Company that is contemplated by, by and in conformity with, complies with the terms of the Agreements or this Trust Agreement, including distributions made in accordance with directions of the Plan Administrator, and is given in writing by to that extent shall be relieved of the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputeprudent person rule for investments. (b) If The Company agrees to indemnify the Trustee undertakes against all loss or defends expense incurred by the Trustee under this Agreement, except that in no event shall the Company indemnify the Trustee against any loss or expense incurred by reason of the Trustee's own negligence or misconduct. Without limiting the foregoing, the Trustee shall not be required to undertake or to defend on behalf of any person any litigation arising in connection with this TrustTrust agreement, unless it be first indemnified by the Company agrees to indemnify the Trustee against the Trustee's its prospective costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliability. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Trustee generally) with respect to any of its duties or obligations hereunder, including any determination as to whether a Change of Control has occurred or as to whether the Company is Insolvent, and shall not be held responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. (d) The Trustee may hire agents, legal counsel, accountants, actuaries, investment advisors, managers and financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderconsultants. (e) The Trustee shall have, without exclusionexclusions, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to Nothing in this Trust Agreement or to applicable law, shall be construed as constituting the Trustee shall not have plan "administrator," as that term is defined in Section 3(16) of ERISA, of any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated plan or arrangement pursuant to the Internal Revenue Code of 1986, as amendedwhich benefits are provided hereunder.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan(s) or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel, including legal counsel (who may also be counsel for of the Company generally) should the Trustee so choose, with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants advisors or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as AS distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Employment Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Trust Beneficiary’s rights under the Employment Agreements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their beneficiaries under the Employment Agreements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company an Employer which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company an Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees Employers agree to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Employers generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to to, or not taken in the absence of, a written direction, request or approval given or in the absence of a direction, to be given by the Company in a manner which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the CompanyTrust. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee theTrustee undertakes or defends any litigation or is involved with an inquiry whether public or private arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunderhereunder and the Company shall pay the fees and expenses of such legal counsel. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and the Company shall pay the fees and expenses of the entities so hired. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor the Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or Arrangements and this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This indemnification and any other hold harmless provisions in this Trust Agreement shall survive the termination of this Trust Agreement. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code Code. (g) The Trustee is not a party to, and has no duties or responsibilities under, the Arrangements other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of 1986this Trust Agreement conflicts with any provision in the Arrangements, this Trust Agreement shall control. (h) The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor Trustee. (i) Upon a Change in Control or a Potential Change in Control, the Company shall either (i) notify the Trustee that there have been no changes in the Administrative Guidelines from the Administrative Guidelines that the Trustee has most recently received, or (ii) if there have been changes in the Administrative Guidelines, provide the Trustee with Administrative Guidelines updated to the date of the Change in Control. If the Company fails to provide the Administrative Guidelines after thirty (30) days’ written notice from the Trustee to the Company, then the Trustee may employee such professionals as amendedare necessary to prepare the Administrative Guidelines, at the expense of the Trust and in accordance with this Trust Agreement.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Employer which is contemplated by, and in conformity with, the terms of the Agreements Plan or this the Trust and is given in writing by the CompanyEmployer. In the event of a dispute between the Company Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company Employer agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Employer does not pay such costs, expenses and liabilities in a reasonably timely mannerwithin 30 days of being billed for such amounts, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generallyEmployer) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Bank which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Variable Trust and is given in writing by the CompanyBank. In the event of a dispute between the Company Bank and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Variable Trust, the Company Bank agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Bank does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Variable Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Bank generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Variable Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Variable Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Bank the proceeds of any borrowing against an insurance policy held as an asset of the Variable Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Variable Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Variable Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees agrees, except as otherwise provided in Section 8(f) hereof, to indemnify the Trustee against the Trustee's reasonable costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such Such costs, expenses and liabilities shall be paid from the Trust to the extent of cash held in a reasonably timely mannerthe Trust and to the extent not previously paid by the Company, and any such remaining fees and expenses shall be paid by the Company. In no event shall the Trustee may obtain have any liability or responsibility to undertake, defend or continue any litigation unless payment from of related fees and expenses is ensured to the Trustreasonable satisfaction of Trustee. (cb) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (dc) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder; and may pay their reasonable fees and expenses, which shall be deemed to be expenses of the Trust and which shall be paid in accordance with Section 10. (ed) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, howeverand the Trustee shall have the following powers and rights, that if an insurance policy is held as an in addition to those provided elsewhere in this Agreement or by law, but subject in all cases to the other provisions of this Agreement: (i) to retain any asset of the Trust; (ii) with the consent of the Company, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust; (iii) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust even though such powers, rights and acts are not specifically enumerated in this Agreement; (iv) to cause any asset of the Trust to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall have no power indicate the true ownership of such asset; (v) to name utilize another entity (but not the Company, a beneficiary Significant Subsidiary or any affiliate thereof) as custodian to hold, but not invest or otherwise manage or control, assets of the policy other than Trust (provided that all Shares are held by and in the Trust, to assign the policy (as distinct from conversion name of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy). (fe) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (f) The Company shall indemnify, defend and hold harmless the Trustee from and against any and all liabilities, claims, losses, suits or expenses (including reasonable attorneys' fees) of 1986whatever kind and nature that may be imposed upon, asserted against or incurred by the Trustee at any time by reason of its provision of services under this Agreement or its status as amendedthe Trustee, except to the extent that any such liability, claim, loss, suit or expense arises directly from the Trustee's (or the Trustee's officers', employees' or agents') gross negligence or willful misconduct in the performance of responsibilities specifically allocated to it under this Agreement. This Section 8(f) shall survive the termination of this Agreement. (g) Except as prohibited by Section 9(b) hereof, the Trustee shall provide such reports to the Company as to such matters as the Company may reasonably request.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that prior to a Change in Control the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (bdispute , subject, however to Section 2(d) hereof. The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee, including a failure to act in accord with the standard set forth in Section 10(a). To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The . Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) . Following a Change of Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. The Trustee may hire retain agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) hereunder and may rely on any determinations made by such agents and, except in cases where a Participant or Beneficiary has applied for an independent determination by the Trustee after a Change of Control pursuant to Section 2(c), information provided to it by the Company. In addition, the Company may act as disbursing agent for the Trustee prior to a Change of Control as described in Section 2(a). The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) . Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have or assume any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given in writing by the Company or the Administrative Committee which is contemplated by, and in conformity with, the terms of the Agreements relevant Plan or this Trust and is given in writing by the CompanyAgreement. In the event of a dispute between the Company and a another party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) The Trustee shall have no discretionary control over, or any other discretion regarding, the investment of the Trust. It shall be the responsibility of the Company or the Administrative Committee after a Change of Control has occurred to determine the diversification policy with respect to the investment of Plan assets, for monitoring adherence to such policy, and for advising the Trustee with respect to its compliance with any investment limitations contained in the Plan. In the exercise of the Trustee’s investment authority under Section 5 the Trustee will be directed by the Company as to choice of investments and allocation of Trust assets among investments or by or the Administrative Committee after a Change of Control has occurred. In accordance with this provision, the Trustee is hereby directed to invest all Trust assets in one or more money market funds unless or until other directions are received by the Trustee from the Company or from the Company’s designee. The Trustee shall have (i) no duty or obligation to review any investment to be acquired, held or disposed of pursuant to proper instructions or to make any recommendation with respect to the acquisition, disposition or continued retention of any investment, and (ii) no liability or responsibility for following proper direction, or failing to act in the absence of any such direction. (c) If the Trustee undertakes or defends any administrative, adversarial or other litigation or proceeding arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's attorneys’ fees and expenses) relating thereto and to the Company shall be primarily liable for such payments. The Company will, upon notice, pay monthly, in arrears, to or on behalf of the Trustee, all reasonable attorneys’ fees and expenses incurred by the Trustee. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust without notice to any party. (cd) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also also, but need not, be counsel for the Company generallyCompany) generally with respect to any of its duties or obligations hereunderhereunder at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Following a Change of Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their beneficiaries under the Plans. The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such counsel. (de) The Trustee may hire agents, accountants, actuaries, investment advisors, payroll processing firms, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such agents, accountants, actuaries, investment advisors, payroll processing firms, financial consultants or other professionals. (ef) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. The Trustee shall not be liable for the failure or inability of an insurance company to pay the proceeds of any policy when due. (fg) Notwithstanding The Company shall indemnify and hold the Trustee harmless from and against all loss or liability (including expenses and reasonable attorneys’ fees), to which it may be subject by reason of its execution of its duties under this Trust, or by reason of any powers granted acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or a Participant unless, and only to the extent, such loss or liability is due to the Trustee’s negligence or willful misconduct. (h) The Company has represented to the Trustee pursuant that each Plan (i) is not subject to this Trust Agreement ERISA or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, (ii) qualifies as either (A) an excess benefit plan within the meaning of Section 301.77014(b) of ERISA or (B) a “top-2 hat” plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, which is exempt from the provisions of Part 4 of Title I of ERISA. The Trustee is entering into this Trust Agreement in reliance upon the Company’s representation. Accordingly, in the event that any Plan fails to meet one of the Procedure foregoing criteria then, notwithstanding any other provision of this Trust Agreement to the contrary, the Company will indemnify and Administrative Regulations promulgated hold the Trustee harmless from all liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) that the Trustee incurs as a result of a breach of fiduciary duty under ERISA arising from any action taken, or omitted to be taken, by the Trustee in good faith in accordance with this Trust Agreement. In such event, the Company will, upon notice, pay monthly, in arrears to or on behalf of the Trustee, all reasonable attorneys’ fees and expenses incurred by the Trustee. In the event that the Trustee is determined to have incurred any liability as a result of the Trustee’s negligence or willful misconduct, the Trustee will promptly reimburse the Company for all legal fees and expenses paid by the Company to or on behalf of the Trustee. (i) In the event that the Trustee is named as a defendant in a lawsuit or proceeding involving any Plan or the Trust Fund, the Trustee shall be entitled to receive payments on a current basis pursuant to the Internal Revenue Code indemnity provisions provided for in this Section 8; provided however, that if the final judgment entered in the lawsuit or proceeding holds that Trustee is guilty of 1986negligence or willful misconduct with respect to the Trust Fund, as amendedthe Trustee shall be required to refund the indemnity payments that it has received. (j) All releases and indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement. The Company shall indemnify and hold harmless the Trustee for any actions of a prior trustee.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Trustee hereby indemnifies the Company against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust which occur as a result of the Trustee's negligence or breach of this Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall, upon notice to the Company, select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may may, upon notice to the Company, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the assets of the Trust Fund. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Plans, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments, except to the extent such costs, liabilities and expenses are directly attributable to acts or omissions due to the negligence or willful misconduct of the Trustee. If the Company does not in a reasonably timely manner pay any such costs, expenses and liabilities in a reasonably timely mannerthat the Trustee believes to be subject to indemnification hereunder, the Trustee may obtain such payment from the Trust; provided, however, that prior to a Change in Control the Company may delay payment of any amount in dispute, and the Trustee in that event shall not charge that amount against the Trust Fund, until such dispute is resolved in accordance with the terms of this Trust Agreement. Following a Change in Control, the Company shall have no right to delay payment of any amount due to the Trust. (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plans. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. Prior to a Change in Control, as a condition to the hiring of any such persons, the Trustee must first obtain the Company’s prior written approval of such arrangement and the compensation payable for the services to be rendered thereunder. Following a Change in Control, the Trustee shall have no duty to obtain the Company’s prior written approval of such arrangement, except that the Trustee's fees and administrative expenses payable for the services to be rendered under this agreement, in the aggregate, may not exceed fifty thousand dollars ($50,000) per year without prior Company approval. Notwithstanding the foregoing, if there is a dispute between the Company and Trustee following a Change in Control regarding Trustee’s duties and obligations under this agreement, the Trustee’s fees and expenses incurred per the terms of this agreement in connection with such dispute may reach up to two hundred fifty thousand dollars ($250,000) per year without prior Company approval. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless except to the extent expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee TRUSTEE shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee TRUSTEE shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company COMPANY which is contemplated by, and in conformity with, the terms of the Agreements CHANGE-IN-CONTROL AGREEMENTS or this Trust TRUST and is given in writing by the CompanyCOMPANY. In the event of a dispute between the Company COMPANY and a party, the Trustee TRUSTEE may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee TRUSTEE may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (dc) The Trustee TRUSTEE may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (ed) The Trustee TRUSTEE shall have, without exclusion, all powers conferred on trustees the TRUSTEE by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the TrustTRUST, the Trustee TRUSTEE shall have no power to name a beneficiary of the policy other than the TrustTRUST, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (fe) Notwithstanding any powers granted to the Trustee TRUSTEE pursuant to this Trust Agreement or to applicable law, the Trustee TRUSTEE shall not have any power that could give this Trust TRUST the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which NBD that is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the CompanyNBD. In the event of a dispute between the Company NBD and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company NBD agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company NBD does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for NBD or for the Company generally) Trustee in its individual capacity, and the Trustee shall not be deemed imprudent by reason of its taking or refraining from taking any action in accordance with respect the opinion of counsel. The Trustee shall be liable only for its own imprudence, negligence or willful misconduct in carrying out or in failing to carry out its duties and responsibilities under the terms of this Agreement. The Trustee shall be fully protected in relying upon the directions of NBD issued in accordance with this Agreement and shall be under no duty to inquire into the validity or propriety of any such direction. The Trustee shall not be required to give any bond or any other security for the faithful performance of its duties or obligations hereunderunder this Agreement, except such as may be required by a law that prohibits the waiver thereof. (d) The Trustee shall be entitled, as it may deem appropriate from time to time, to require of NBD, any of its affiliates, or any other person involved in the administration of the Plans or investment of the Trust assets, or having any interest under the Plans or in, to, or under this Agreement or to the Trust assets held hereunder, such certificates and proofs of facts as shall permit the Trustee to exercise the powers granted the Trustee under this Agreement. (e) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (ef) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (fg) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, therefrom within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Bank which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Fixed Trust and is given in writing by the CompanyBank. In the event of a dispute between the Company Bank and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Fixed Trust, the Company Bank agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company Bank does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Fixed Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company Bank generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Fixed Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Fixed Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, the Trustee may loan to the Bank the proceeds of any borrowing against an insurance policy held as an asset of the Fixed Trust. (g) Notwithstanding any powers granted to the Trustee pursuant to this Fixed Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Fixed Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan or this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof. (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant's or Beneficiary's rights under the Plan, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Prior to a Change of Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control the Trustee shall select legal counsel independent from the Company's counsel and may consult with counsel or other experts with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plan. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plan(s) or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel, including legal counsel (who may also be counsel for of the Company generally) should the Trustee so choose, with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants advisors or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. (g) Any action required to be taken by the Company, or direction given by the Company, shall be by resolution of 1986its board of directors or by written direction of one or more of its president, as amendedany vice president or treasurer. The Trustee may rely upon a resolution or direction filed with the Trustee and shall have no responsibility for any action taken by the Trustee in accordance with any such resolution or direction.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d). (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustFund. If the Trustee is found to have engaged in gross negligence or willful misconduct, then the Trustee shall promptly reimburse the Company, or the Trust if applicable, for any costs, expenses and liabilities that the Company or the Trust has paid on behalf of the Trustee with respect to such litigation. The provisions of this paragraph (b) shall not apply with respect to investment decisions directed by the Company, an investment manager or investment committee, which are governed solely by Section 6(a)(4). (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select legal counsel that does not otherwise act as counsel to the Company or any of its affiliates and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the carein good faith and shall have no liability except for gross negligence or willful misconduct, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company Bank which is contemplated by, and in conformity with, the terms of the Agreements a Plan or this Trust and is given in writing by the CompanyBank. In the event of a dispute between the Company Bank and a partyParticipant or a Participant’s Beneficiaries, the Trustee may at the expense of the Trust apply to a court of competent jurisdiction to resolve the dispute. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees and the Bank agree to indemnify the Trustee against the Trustee's ’s costs, expenses and liabilities (including, without limitation, attorney's reasonable attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does and the Bank do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may at the expense of the Trust or of the Company or the Bank consult with legal counsel (who may also be counsel for the Company or the Bank generally) with respect to any of its the Trustee’s duties or obligations hereunder. (d) The Trustee may hire at the expense of the Trust or of the Company or the Bank agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it the Trustee in performing any of its his duties or obligations hereunder, and the Trustee shall not be liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the recommendation of such firm. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. (g) The Trustee shall not be liable for any error of judgment made in good faith by the Trustee. (h) No provision of this Trust Agreement shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of his rights or powers hereunder if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to the Trustee. (i) Under no circumstances shall the Trustee be personally liable for any indebtedness evidenced by or arising under a Plan, including the payment of the annuity or benefit amounts thereunder. (j) The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Company or the Bank or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the qualification of the Trust as a grantor trust under the Internal Revenue Code Code, and the Trustee shall in no event assume or incur any liability, duty or obligation to the Company or the Bank, the Company’s or the Bank’s creditors, or to a Participant in a Plan, other than as expressly provided for herein. (k) The Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by the Trustee to be genuine or believed by the Trustee to be signed by the proper party or parties. The Trustee may accept a certified copy of 1986a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as amendedto such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by the Trustee in good faith in reliance thereon. (l) In the exercise or administration of the trusts hereunder, the Trustee (i) may act directly or through the Trustee’s agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith, and (ii) may consult with counsel, accountants and other experts to be selected in good faith and employed by the Trustee. The Trustee shall not be liable for anything done, suffered or omitted in good faith by the Trustee in accordance with the advice of any such counsel, accountants or other such experts. (m) The Trustee shall not be required to file any inventory or accounting with any court or officer of any court, unless specifically ordered to do so on the application of the Trustee or on the application of any beneficiary of the Trust, or on the court’s own motion.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If . Neither the Trustee undertakes or defends any litigation arising in connection with this Trust, nor the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorney's fees and expenses) relating thereto and to shall be primarily liable for such paymentspunitive or consequential damages or for losses caused beyond their control. If The Company shall be solely responsible for compliance with Section 409A of the Company does not pay such costsCode, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) or any successor legislation. The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) . The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) . The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an a commercial annuity, retirement, income or life insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the annuity or policy other than the Trust, to assign the annuity or policy (as distinct from conversion of the annuity or policy to a different form) other than to a successor Trusteetrustee, or to loan to any person the proceeds of any borrowing against such policy. (f) annuity or Policy. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code Code. The Trustee will be under no duties whatsoever, except such duties as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. The Trustee will not be compelled to take any action toward the execution or enforcement of 1986the Trust or to prosecute or defend any suit in respect thereof, unless indemnified to its satisfaction against loss, costs, liability and expense or there are sufficient assets in the Trust to provide such indemnity; and the Trustee will be under no liability or obligation to anyone with respect to any failure on the part of the Company to perform any of its obligations under the Plans. Nothing in this Agreement shall be construed as amendedrequiring the Trustee to make any payment in excess of amounts held in the Trust at the time of such payment or otherwise to risk its own funds. The Company shall pay and shall protect, indemnify and save harmless the Trustee and its officers, employees and agents from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, reasonable attorney's fees and expenses) of any nature arising from or relating to any action or any failure to act by the Trustee, its officers, employees and agents or the transactions contemplated by this Agreement, including, but not limited to, any claim made by Plan participants or their beneficiaries or estates with respect to payments made or to be made by the Trustee, or any claim that this Agreement is invalid or ultra xxxxx, except to the extent that any such loss, liability, action, suit, judgment, demand, damage, cost or expense is to be the result of the gross negligence or willful misconduct of the Trustee, its officers, employees or agents. To the extent that the Company has not fulfilled its obligations under the foregoing provisions of this Section, the Trustee shall be reimbursed out of the assets of the Trust or may set up reasonable reserves for the payment of such obligations. The Trustee assumes no obligation or responsibility with respect to any action required by this Agreement on the part of the Company.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Agreements Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d). (b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this TrustTrust or to protect a Participant’s or Beneficiary’s rights under the Plans, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorney's attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustFund. If the Trustee is found to have engaged in gross negligence or willful misconduct, then the Trustee shall promptly reimburse the Company, or the Trust if applicable, for any costs, expenses and liabilities that the Company or the Trust has paid on behalf of the Trustee with respect to such litigation. The provisions of this paragraph (b) shall not apply with respect to investment decisions directed by the Company, an investment manager or investment committee, which are governed solely by Section 6(a)(4). (c) The Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select legal counsel that does not otherwise act as counsel to the Company or any of its affiliates and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plans. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunderhereunder and may rely on any determinations made by such agents and information provided to it by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.