Common use of Accounting of the Trustee Clause in Contracts

Accounting of the Trustee. 7.1 The Trustee shall keep accurate and detailed accounts of all its transactions (including receipts and disbursements) under this Agreement. These records shall be open to inspection and audit during regular business hours of the Trustee by the ESOP Committee or any person or persons designated by the ESOP Committee or the Company in a written instrument filed with the Trustee. If mutually agreed upon in a separate writing by the ESOP Committee and the Trustee, the Trustee shall establish and maintain accountsfor Participants which shall show their respective interests, determined in accordance with the terms of the Plan, in the Fund; provided, however, that to the extent that such accounts are kept by the Trustee on the basis of information furnished or caused to be furnished to it by the ESOP Committee, the Trustee shall have no responsibility for the accuracy of any information so furnished. All such accounts and records shall be preserved (in original form, or on microfilm, magnetic tape or any other similar process) for such period as the Trustee may determine, but the Trustee may destroy such accounts and records only after first notifying the ESOP Committee and the Company in writing at least ninety (90) days in advance of its intention to do so and transferring to the ESOP Committee or the Company any such accounts and records requested. 7.2 Within sixty (60) days after the close of each fiscal year of the Plan, the Trustee's removal or resignation as Trustee hereunder, or the termination of the Plan or this Agreement, the Trustee shall file with the ESOP Committee an account setting forth all its transactions (including all receipts and disbursements) under this Agreement during such year, or during the period from the close of the last preceding fiscal year of the Plan to the effective date of its removal or resignation or the termination of the Plan or this Agreement, and showing all property (including its costs and fair market value) held by it hereunder at the end of such accounting period; provided, however, that in the event shares of Company Stock are then held in the Trust and a final valuation report, if necessary, with respect to such Company Stock for any such accounting period is not received by the Trustee within thirty (30) days of the date the Trustee is required to render an accounting under the foregoing provision, then the Trustee shall not be required to render such account until thirty (30) days from the date such valuation report is received by the Trustee. The ESOP Committee and the Trustee may agree in writing that similar accounts will be prepared by the Trustee and filed with the ESOP Committee at more frequent intervals. No person or persons (including, without limitation, the Company and the ESOP Committee) shall be entitled to any further or different accounting by the Trustee, except as may be required by law. 7.3 Twenty-four (24) months after the filing with the ESOP Committee of the annual accounts for the 1994 and 1995 fiscal years of the Trust and twelve (12) months after the filing with the ESOP Committee of any other account under Paragraph 7.2, the Trustee shall be forever released and discharged from any liability or accountability to the Company and the ESOP Committee with respect to the transactions shown or reflected on the account, except with respect to any acts or transactions as to which the ESOP Committee, within the applicable period, files written objections with the Trustee. The written approval of the ESOP Committee of any account filed by the Trustee, or the ESOP Committee's failure to file written objections within the applicable period, shall be a settlement of such account as against the Company and the ESOP Committee, and shall forever release and discharge the Trustee from any liability or accountability to the Company and the ESOP Committee with respect to the transaction shown or reflected on such account. If a statement of objection is filed by the ESOP Committee and the ESOP Committee is satisfied that its objections should be withdrawn or if the account is adjusted to its satisfaction, the ESOP Committee shall indicate its approval of the account in a written statement filed with the Trustee and the Trustee shall be forever released and discharged from all liability and accountability to the Company and the ESOP Committee in accordance with the immediately preceding sentence. If an objection is not settled by the ESOP Committee and the Trustee, the Trustee may commence a proceeding for a judicial settlement of the account in any court of competent jurisdiction; the only parties that need be joined in such a proceeding are the Trustee, the ESOP Committee, the Company and such other parties whose participation is required by law.

Accounting of the Trustee. 7.1 The Trustee shall keep accurate and detailed accounts of all its transactions (including receipts and disbursements) under this Agreement. These records shall be open to inspection and audit during regular business hours of the Trustee by the ESOP Committee or any person or persons designated by the ESOP Committee or the Company in a written instrument filed with the Trustee. If mutually agreed upon in a separate writing by the ESOP Committee and the Trustee, the Trustee shall establish and maintain accountsfor accounts for Participants which shall show their respective interests, determined in accordance with the terms of the Plan, in the Fund; provided, however, that to the extent that such accounts are kept by the Trustee on the basis of information furnished or caused to be furnished to it by the ESOP Committee, the Trustee shall have no responsibility for the accuracy of any information so furnished. All such accounts and records shall be preserved (in original form, or on microfilm, magnetic tape or any other similar process) for such period as the Trustee may determine, but the Trustee may destroy such accounts and records only after first notifying the ESOP Committee and the Company in writing at least ninety (90) days in advance of its intention to do so and transferring to the ESOP Committee or the Company any such accounts and records requested. 7.2 Within sixty (60) days after the close of each fiscal year of the Plan, the Trustee's removal or resignation as Trustee hereunder, or the termination of the Plan or this Agreement, the Trustee shall file with the ESOP Committee an account setting forth all its transactions (including all receipts and disbursements) under this Agreement during such year, or during the period from the close of the last preceding fiscal year of the Plan to the effective date of its removal or resignation or the termination of the Plan or this Agreement, and showing all property (including its costs and fair market value) held by it 23 hereunder at the end of such accounting period; provided, however, that in the event shares of Company Stock are then held in the Trust and a final valuation report, if necessary, report with respect to such Company Stock for any such accounting period is not received by the Trustee within thirty (30) days of the date the Trustee is required to render an accounting under the foregoing provision, then the Trustee shall not be required to render such account until thirty (30) days from the date such valuation report is received by the Trustee. The ESOP Committee and the Trustee may agree in writing that similar accounts will be prepared by the Trustee and filed with the ESOP Committee at more frequent intervals. No person or persons (including, without limitation, the Company and the ESOP Committee) shall be entitled to any further or different accounting by the Trustee, except as may be required by law. 7.3 Twenty-four Ninety (2490) months days after the filing of any account with the ESOP Committee of the annual accounts for the 1994 and 1995 fiscal years of the Trust and twelve (12) months after the filing with the ESOP Committee of any other account under Paragraph 7.2, the Trustee shall be forever released and discharged from any liability or accountability to the Company and the ESOP Committee with respect to the transactions shown or reflected on the account, except with respect to any acts or transactions as to which the ESOP Committee, within the applicable such ninety (90) day period, files written objections with the Trustee. The written approval of the ESOP Committee of any account filed by the Trustee, or the ESOP Committee's failure to file written objections within the applicable periodninety (90) days, shall be a settlement of such account as against the Company and the ESOP Committee, and shall forever release and discharge the Trustee from any liability or accountability to the Company and the ESOP Committee with respect to the transaction shown or reflected on such account. If a statement of objection is filed by the ESOP Committee and the ESOP Committee is satisfied that its objections should be withdrawn or if the account is adjusted to its satisfaction, the ESOP Committee shall indicate its approval of the account in a written statement filed with the Trustee and the Trustee shall be forever released and discharged from all liability and accountability to 24 the Company and the ESOP Committee in accordance with the immediately preceding sentence. If an objection is not settled by the ESOP Committee and the Trustee, the Trustee may commence a proceeding for a judicial settlement of the account in any court of competent jurisdiction; the only parties that need be joined in such a proceeding are the Trustee, the ESOP Committee, the Company and such other parties whose participation is required by law.