GENERAL DUTIES OF TRUSTEE Clause Samples

GENERAL DUTIES OF TRUSTEE. The Trustee shall discharge its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent 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. The Trustee shall not be liable for any loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment in good faith and in accordance with the provisions of this Agreement and any applicable law. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement notwithstanding any reference herein to the Plan.

GENERAL DUTIES OF TRUSTEE. (a) The Trustee shall receive, hold, manage, invest and reinvest the Trust Fund pursuant to the provisions of this Section and Section 4 in accordance with the directions of the Employer. The Trustee shall take no action except pursuant to directions received by it from the Employer, and shall have no duty to determine any facts or the propriety of any action taken or omitted by it in good faith pursuant to instructions from such persons. (b) The Trustee shall be responsible only for such assets as are actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made to it pursuant to the Plan or to bring any action to enforce any obligation to make any such contribution, nor shall it have any responsibility concerning the amount of any contribution or the application of the Plan's contribution formula. (c) The duties and obligations of the Trustee hereunder shall be limited to those expressly imposed upon it by this Trust Agreement notwithstanding any reference herein to the Plan, and no further duties or obligations of the Trustee, such as a duty to value Plan investments, determine the prudence of any Plan investment, or diversify Plan investments, shall be implied. The Trustee shall not be liable in discharging its duties hereunder if it acts in good faith and in accordance with the terms of this Trust Agreement and in accordance with applicable Federal or state laws, rules and regulations.

GENERAL DUTIES OF TRUSTEE. In addition to all its other duties and responsibilities under this Article IX and other provisions of this Agreement, the Trustee shall - (1) Receive, collect, hold, safeguard, administer and retain, temporarily or permanently, the cash and other property originally or at any time comprising all or part of the Trust Fund, together with such income, rents, issues and profits as shall from time to time be produced thereby or arise therefrom. (2) Make such payments and distributions, and take such further action, as shall be proper to effectuate benefits under the Plan and to carry out this Agreement. (3) Maintain complete records and accounts of the Trust, including those which the Company or Committee may direct, and the Company or Committee may examine the same at all reasonable times during business hours. (4) Render such periodic accountings and reports, including but not limited to those hereafter described in this Article IX, as the Company or Committee may reasonably require. (5) Carry out the proper directions and instructions of the Committee and, insofar as may be proper under this Agreement, make determinations, participate in consultations and conferences, and give or withhold approvals and consents.

GENERAL DUTIES OF TRUSTEE. The Trustee shall hold all property received by it under this Agreement, which, together with any income, gains and additions, shall constitute the Trust Fund. The Trustee shall manage, invest and reinvest the Trust Fund (except as otherwise provided in this Agreement), collect the income, and make payments as provided in this Agreement. The Trustee shall be responsible only for the property actually received by it under this Agreement. It shall have no duty or authority to compute any amount to be paid to it by the Company or to bring any action or proceeding to enforce the collection from the Company of any contribution to the Trust Fund.

GENERAL DUTIES OF TRUSTEE. 11.1 The Trustee shall discharge its duties under this Agreement solely in the interest of the Participants and their beneficiaries and (a) for the exclusive purpose of providing benefits to such Participants and their beneficiaries and defraying reasonable expenses of administering this Trust; and (b) 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. (a) The Company shall notify the Trustee of any facts of which its officers have knowledge which have caused the occurrence of a Change in Control. (b) The Trustee is responsible for ascertaining whether a Change in Control has occurred. 11.3 The Trustee may consult with counsel, who may be counsel for the Company prior to a Change in Control or for the Trustee in its individual capacity, and shall not be deemed imprudent by reason of its taking or refraining from taking any action in accordance with the opinion of counsel.

GENERAL DUTIES OF TRUSTEE. 20 Article 11 Indemnification....................................21 Article 12 Accounts...........................................23 Article 13 Administration of the Plans; Communications........24 Article 14 Resignation or Removal of Trustee..................26

GENERAL DUTIES OF TRUSTEE. All Trust Funds (as defined below), income and increments thereon created under the Plan prior to the effective date hereof shall be received by the Trustee. Additional sums of money or other property which Trustee may deem acceptable shall be paid or delivered to Trustee. Employer shall make contributions in such manner and at such times as shall be appropriate. Trustee shall be responsible only for property received by it pursuant to this Agreement. 1. All money and property so received together with the income therefrom and any increment thereon and all other assets acquired by investment or reinvestment (hereinafter collectively referred to as the "Trust Fund") shall be held, invested, reinvested and administered by Trustee pursuant to the terms of this Agreement without distinction between principal and income and without liability for the payment of interest thereon. 2. From time to time, Trustee shall make payments out of the Trust Fund to such persons as the Plan Administrator shall direct in writing to Trustee. Trustee shall incur no liability for any payments made pursuant to such direction. 3. If any payment or directed distribution in the form of a check from the Trust Fund is not claimed, Trustee shall notify the Plan Administrator who shall undertake all reasonable efforts to locate that payee or distributee. Trustee shall have no duty to search for or locate the payee or distributee of any Trust benefits.

GENERAL DUTIES OF TRUSTEE. 11.1 The Trustee shall discharge its duties under this Agreement solely in the interest of the Participants and their beneficiaries and (a) for the exclusive purpose of providing benefits to such Participants and their beneficiaries and defraying reasonable expenses of administering this Trust; and (b) 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. (a) Except as restricted by securities or other laws, the Company shall notify the Trustee as soon as practical of any facts of which its officers have knowledge which have caused the commencement or termination of a Threatened Change in Control Period or the occurrence of a Change in Control. (b) The Trustee is responsible for ascertaining whether a Threatened Change in Control Period has commenced and whether a Change in Control has occurred. 11.3 The Trustee may consult with counsel, who may be counsel for the Company prior to a Change in Control or for the Trustee in its individual capacity, and shall not be deemed imprudent by reason of its taking or refraining from taking any action in accordance with the opinion of counsel. 11.4 The Company may designate in writing, prior to a Change in Control, counsel to be retained by the Trustee after a Change in Control to enforce the rights of Participants and beneficiaries to benefits under the Plans. If the designated counsel declines to provide representation, or the Trustee is not satisfied with the quality of representation provided, the Trustee may dismiss the designated law firm and engage another qualified law firm for this purpose; provided, however, that the law firm so engaged may not be the same law firm which represents the Trustee with respect to its responsibilities as Trustee in its individual capacity under this Agreement. The Company may not dismiss or engage such counsel or cause the Trustee to engage or dismiss such counsel after a Change in Control.

GENERAL DUTIES OF TRUSTEE. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article 7. (b) The Trustee shall not be deemed to have notice of a Default or an Event of Default unless a Responsible Officer of the Trustee has received written notice thereof. (c) Except during the continuance of an Event of Default, the Trustee shall not be liable except for the performance of such duties as are specifically set forth in this Indenture. (d) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.