Common use of General Powers Clause in Contracts

General Powers. Subject to the provisions of Section 9, Trustees shall have the following powers, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assets: (a) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To sell, exchange or lease for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution in cash or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstances.

General Powers. Subject to Paragraph 7, the provisions of Section 9Grantor hereby gives to the Trustee, Trustees shall have the following powersits substitutes or successors, in addition to, and not by way of limitation on, any and all powers and authority conferred upon it by law, the following powers and authority which may be exercised by it under this Declaration at any time and from time to time for any authority purpose without the necessity of giving notice to, or of obtaining authorization or confirmation with respect thereto from, any court or from the Grantor (except as otherwise givenset forth in the following subsections): a. To hold and retain all or any part of the Trust Estate in the form in which the same may be at the time of receipt thereof by it as long as it deems advisable, to be exercised in the discretion purchase or acquire for investment, by liquidation of Trustees and on any such terms as Trustees may deem bestasset or otherwise, any additional property of any kind or nature (including, without need for court approval and effective until final distribution of all assets: (alimitation, any real property or any interest in real property, any stocks, whether common, preferred or otherwise, participation in any discretionary common trust fund or other investment fund administered by any fiduciary hereunder, bonds, secured or unsecured, debentures, obligations, mortgages, or other securities) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind reinvest the intent same as part of the SettlorTrust Estate, that even though such holding, purchase, acquisition, investment or reinvestment, at any time or from time to time, may be non-income producing or underproductive, or otherwise would not be permitted by law for the investment of trust funds are to or would not be maintained and reasonably available considered appropriate for distribution to Eligible Grant Recipients over the course retention by a trustee; PROVIDED THAT any disposition of all or any part of the Trust’s term; in order to accomplish such intent, Trustees may invest Trust Estate and/or any investment or reinvestment of any proceeds of any disposition of any portion of the Trust Estate should require the written consent of each Trustee and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes;the Beneficiary. (b) b. To sell, exchange exchange, give options upon, partition or lease for the duration otherwise alter any property at any time forming part of the Trust’s term any propertyTrust Estate, real at public or personal; to enter into agreements of limited partnership; (c) To subscribe private sale, for stockssuch purposes, bonds or other investments; to join in any plan of leaseand upon such terms, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title and at such prices as it determines to be advisable, and to make, execute and deliver any and all stock powers, deeds, conveyances, bills of sale, leases, mortgages and other instruments necessary thereto, PROVIDED THAT any such action shall pass require the written consent of each Trustee and the Beneficiary. c. To renew or extend the time of payment of any obligation, including taxes, whether such obligation is secured or unsecured or payable to or by delivery it, for as long a period or periods of time and upon such terms as it determines; and to pay, adjust, settle, compromise, arbitrate or contest any claim or demand, including a claim or demand for taxes, in favor of or against it, upon such terms as it deems advisable. d. To borrow money from any person for such periods of time and upon such commercially reasonable terms and conditions for any purpose connected with the protection, preservation or administration of this Trust and the Trust Estate, whenever in its judgment the same is considered advisable; to execute promissory notes or other obligations for amounts so borrowed; and to secure the payments of any amounts so borrowed by pledge, deed of trust or mortgage of any property forming a part of the Trust Estate, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. e. To vote or assign the right to vote, in person or by general or limited proxy, any shares of stock or other securities held hereunder by the Trust at any and all meetings of stockholders for any and all purposes without any limitation whatsoever; and to refrain from voting with respect thereto, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. f. To exercise all options, rights and privileges; to convert stocks, bonds, notes, mortgages, or other property into stocks, bonds, notes, mortgages, or other property; to grant or receive put and call options, engage in hedging transactions, and acquire derivatives with respect to all or any part of the Trust Estate; to subscribe for additional or other stocks, bonds, notes, mortgages, or other property, and to make such connection conversions and subscriptions and to delegate discretionary powers;make payments therefor; and to hold such stocks, bonds, notes, mortgages, or other property so acquired as investments, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. (e) g. To consent, directly or through a committee or other agent, to the reorganization, consolidation, merger, dissolution or liquidation, foreclosure or lease or sale of assets, incorporation or reincorporation, or readjustment of the capital or financial structure of any corporation or other entity in which the Trust may have any interest; to serve as a member of any stockholders' or bondholders' protective committee; to deposit any such stock or other securities in accordance with any such transaction; to pay any assessments, expenses and sums of money which may be required for the protection or furtherance of the interests of the Trust with reference thereto; and to receive and retain reasonable amounts as investments of cash uninvestedthe Trust any new securities issued as a result of the execution of any such transaction, whether or not they otherwise would be permitted by law for the investment of Trust funds or would be considered appropriate for retention by a trustee; and to make any payment and to take any steps which may be necessary or proper to enable the Trust to obtain the benefit of any such transaction; PROVIDED THAT any matter that requires the vote of the holders of shares of stock that are held as part of the Trust Estate shall require the written consent of each Trustee and the Beneficiary. h. To employ any person or persons to handle the management or maintenance of any property forming a part of the Trust Estate, including receipt and payment of money, without being liable for loss incurred thereby; and to employ such investment or legal counsel, financial advisors, accountants, bookkeepers, agents, custodians, experts, clerks or other persons as the Trustee deems advisable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution Trust Estate, and to compensate them in cash or in kind or partly in cash such amounts as the Trustee deems reasonable, and partly in kind; and (h) To employ and reasonably compensate from to charge the expenses thereof to income or principal in Trustees’ reasonable discretion or both as the Trustee determines, and to rely on information or advice furnished by such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive them any discretions which the Trustee deems proper. i. To register any property in the name of its nominee or nominees, without qualification or description, or to hold the same unregistered or in such other form that title shall pass by delivery, or, in the case of a fiduciary, in its own name without qualification or description. j. To maintain and keep the Trust Estate, or any portion thereof, at any place in the United States or elsewhere, or with a securities firm) discretion depository or custodian at any such place, as the Trustee determines. k. To carry insurance against such hazards and in such amounts, with either stock companies or mutual companies, as it deems advisable. l. To exercise all powers and authority conferred upon the Trustee under law or by this Declaration with respect to all accumulations of income held hereunder. m. To exercise all powers and authority, including any discretion conferred upon the Trustee in this Declaration, after the termination of the Trust until the Trust Estate is fully distributed. n. To execute and deliver agreements, assignments, bills of sale, contracts, deeds, notes, powers of attorney, stock powers, proxies, receipts, and other instruments in writing which in the Trustee's judgment are necessary or desirable for the proper management, investment and reinvestment discharge of the Trust and the Trust Estate or for the exercise of any power or all authority conferred upon the Trustee in this Declaration, PROVIDED THAT the written consent of each Trustee and the assets held hereunder. Any such compensation Beneficiary shall be reasonable based on the amount that a like organization would ordinarily pay required as to any matter for like services in like circumstanceswhich such consent is required under any other subparagraph of this paragraph 2.

General Powers. Subject to Each of the provisions of Section 9Facility Agent, Trustees shall have the following powersSecurity Agent, in addition to any authority otherwise given, to be exercised in the discretion of Trustees Arrangers and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthe Underwriters may: (a) To retain any property transferred to assume that the Trust and to invest and reinvestFacility Office of each Bank is that identified with its signature below (or, with reasonable prudence, bearing in mind the intent case of the Settlora Substitute, that identified in the funds are Substitution Certificate under which it became a party to be maintained this Agreement) until it has received from such Bank a notice designating some other office of such Bank as its Facility Office, and reasonably available for distribution to Eligible Grant Recipients over may act upon any such notice until the course of the Trust’s term; in order to accomplish same is superseded by a further such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesnotice; (b) To sell, exchange or lease engage and pay for the duration advice or services of the Trust’s term any propertylawyers, real accountants or personal; other advisers whose advice or services may seem necessary, expedient or desirable to enter into agreements of limited partnershipit and may rely upon any advice so obtained; (c) To subscribe for stocks, bonds rely as to matters of fact which might reasonably be expected to be within the knowledge of an Obligor upon a certificate or other investments; to join in any plan statement signed by or on behalf of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationthat Obligor; (d) To register securities in street name rely upon any communication or in the name of a nominee or in such manner that title shall pass document believed by delivery it to be genuine and correct and to vote, in have been communicated or signed by the person by whom it purports to be communicated or by proxy, securities held hereunder and in such connection to delegate discretionary powerssigned; (e) To retain reasonable amounts refrain from exercising any right, power or discretion vested in it under any Finance Document unless and until instructed by the Majority Banks or, where required, all of cash uninvestedthe Banks as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised, and it shall not be liable for acting or refraining from acting in accordance with or in the commercial or trust department absence of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustinstructions; (f) To make refrain from taking any step to protect or enforce the rights of any Finance Party under any Finance Document and from beginning any legal action or proceeding arising out of or in connection with any Finance Document until it has been indemnified and/or secured as it may require (whether by way of payment in advance or otherwise) against all reasonable compromisescosts, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions; (g) To make distribution refrain from doing anything which would or might in cash its opinion be contrary to any applicable law or any requirements (whether or not having the force of law) of any governmental, judicial or regulatory body or otherwise render it liable to any person, and do anything which is in kind its opinion necessary to comply with any such applicable law or partly in cash and partly in kind; andrequirement; (h) To employ do any act or thing in the exercise of any of its powers and reasonably compensate from income or principal duties under the Finance Documents which may lawfully be done and which in Trustees’ reasonable its absolute discretion such persons as are reasonably necessary to effectuate it deems advisable for the purpose protection and benefit of the TrustFinance Parties collectively; (i) perform any of its duties, as well as to contract with outside advisors obligations and responsibilities under the Finance Documents by or counsel as needed, through its personnel or agents; and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstances.

General Powers. Subject to the provisions of Section 9, The Trustees shall have the following powersare hereby empowered, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms other powers as Trustees may deem best, without need for court approval and effective until final distribution of all assetsare set forth herein or conferred by law: (a) To retain enter into any and all contracts and agreements for carrying out the terms of this Agreement and Declaration of Trust and for the administration of the Trust Fund and to do all acts as they, in their discretion, may deem necessary and advisable. (b) To compromise, settle, arbitrate and release claims or demands in favor of or against the Trust Fund or the Trustees on such terms and conditions as the Trustees may deem advisable. (c) To establish and accumulate as part of the Trust Fund a reserve or reserves, adequate, in the opinion of the Trustees, to carry out the purposes of such trust. (d) To pay out of the Fund all real and personal property transferred taxes, income taxes and other taxes of any and all kinds levied or assessed under existing or future laws upon or in respect to the Trust Fund or any money, property or securities forming a part thereof. (e) To receive contributions or payments from any source whatsoever to the extent permitted by law. (f) To establish Advisory Committees composed of Local Union and Employer representatives and to set forth the duties and functions of the members of such Advisory Committees. (g) To do all acts, whether or not expressly authorized herein, which the Trustees may deem necessary or proper for the protection of the property held hereunder. (h) To do all acts, whether or not expressly authorized herein, which the Trustees may deem necessary to accomplish the general objective of enabling the employees to obtain health benefits in the most efficient and economical manner. (i) To invest and reinvest, with reasonable prudence, bearing in mind reinvest the intent assets of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; Health Benefits Fund in order to accomplish such intent, Trustees may invest and reinvestany securities or other property or part interest therein, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common what are commonly known as legal investments for trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To sell, exchange or lease for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution in cash or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion take any and all action with respect to the investment and reinvestment holding, buying, selling or maintaining such investments as they, in their sole discretion, may deem appropriate. (j) To invest in units of any group trust that is created or organized in the United States and is maintained at all times as a domestic trust in the United States, and the Trust Agreement of which: (1) is adopted by the Trustees as part of the Plan for so long as the assets of the Trust Fund are so invested (such adoption shall take effect automatically—without the need for a formal resolution by the Trustees—when the Trust Fund assets are first invested in the group trust, and shall terminate automatically when the Trust Fund assets are no longer invested in the group trust); (2) expressly limits participation to individual retirement accounts which are exempt under section 408(e) of the Code and employer’s pension and profit sharing trusts which are exempt under section 501(a) of the Code by qualifying under section 401(a) or governmental units described in section 818(a)(6) of the Code; (3) prohibits that part of its corpus or income which equitably belongs to any individual retirement account, employer’s trust, or governmental unit from being used for or diverted to any purposes other than for the exclusive benefit of the individual or the employees respectively, or their beneficiaries who are entitled to benefits under such participating individual retirement account, employer’s trust, or governmental unit; (4) prohibits assignment by a participating individual retirement account, employer’s trust, or governmental unit of any part of its equity or interest in the group trust. (k) To delegate to other fiduciaries (including committees) the responsibilities involved in operating and administering the Fund (other than trustee responsibilities or duties defined in section 405(c)(3) of the Employee Retirement Income Security Act). (l) To appoint one or more investment managers to manage and invest all or a portion of the assets held hereunder. Any such compensation shall be reasonable based on of the amount that a like organization would ordinarily pay for like services in like circumstancesFund.

General Powers. Subject The Trustee shall have, and is hereby vested with all and every power, right and authority necessary or desirable to enable the provisions of Section 9Trustee to administer the Trust Fund and carry out its obligations and rights under this Trust Agreement but subject to section 3.01, Trustees shall have the following powers, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms as Trustees may deem bestincluding, without need for court approval restricting the generality of the foregoing, full power and effective until final distribution of all assetsauthority: (a) To retain A. with any property transferred cash at any time held by it to the Trust purchase or otherwise acquire any securities or other investments of a kind permitted as aforesaid and to invest hold and reinvest, with reasonable prudence, bearing retain the same in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury noteshereunder; (b) To sellB. to sell for cash or on credit, or partly for cash and partly on credit, convey, exchange or lease for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds other securities or other investments, convert, transfer, or otherwise dispose of any securities or other investments held by it at any time, by any means considered reasonable by the Trustee, and to receive the consideration price and grant discharges therefor; C. following reasonable consultation with the Company or with the Representative Participant (if one has been elected or appointed) which consultation shall not impair the Trustee’s ability to act, to commence, defend, adjust or settle suits or legal proceedings in connection with the Trust Fund and to represent the Trust Fund in any such suits or legal proceedings and to keep the Participants and the Company fully informed thereof; and the Company and the Partnership hereby agree to fully indemnify the Trustee to its satisfaction against all expenses and liabilities sustained or anticipated by it by reason thereof to the extent the Trust Fund is not adequate therefor; D. to exercise any conversion privileges, subscription rights, warrants and/or other rights or options available in connection with any investments at any time held by it, and to make any payments incidental thereto; to join consent to, or otherwise participate in or dissent from, the reorganization, consolidation, merger or readjustment of the finances of any plan of leasecorporation, company or association, or to the sale, mortgage, mergerpledge or lease of the property of any corporation, consolidationcompany or association, reorganizationany of the securities of which may at any time be held by it, foreclosure and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, making of agreements or voting trust subscriptions and deposit securities thereunderthe payment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to exercise options to purchase stock hold and retain any securities or other property; property which it may so acquire and generally to exercise any of the powers of an owner with respect to securities or other property held in the Trust Fund; E. to vote personally, or by general or by limited proxy, any securities or other property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any securities or other property held by it at any time; F. to renew or extend or participate in the renewal or extension of any security, upon such terms as it may deem advisable, and to agree to a reduction in the rate of interest on any security or of any guarantee pertaining thereto, in any manner and to any extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any security, or in the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all the rights of foreclosure, to bid on property on sale or foreclosure, to take a conveyance in lieu of foreclosure with or without paying a consideration therefor and in connection therewith to release the obligation on the covenant secured by such security holders and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any corporationsuch security or guarantee; (d) To G. to register any securities or other property held by it hereunder in street its own name or in the name of a nominee with or without the addition of words indicating that the same are held in such manner that title shall pass by delivery a fiduciary capacity; and to votehold securities or other property in bearer form; provided, in person however, that the books and records of the Trustee shall at all times show that all such securities or by proxy, securities held hereunder and in such connection to delegate discretionary powersother property are part of the Trust Fund; (e) To retain reasonable amounts H. to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other documents of cash uninvested, transfer and any and all other instruments in writing necessary or proper for the accomplishment of any of the powers herein granted; and I. to hold any part of the Trust Fund uninvested if such action appears to be necessary or desirable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution in cash . The exercise of any one or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose more of the Trust, as well as foregoing powers or any combination thereof from time to contract with outside advisors or counsel as needed, and, whenever there time shall not be no corporate fiduciary in office, a corporate custodian, and deemed to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to exhaust the investment and reinvestment of any or all rights of the assets held hereunder. Any Trustee to exercise such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancespower or powers or combination of them thereafter from time to time.

General Powers. Subject to the provisions of Section 9Sections 2.3 and 2.4, Trustees with respect to the Trust Fund, the Trustee shall have the following powers, rights and duties in addition to any authority otherwise given, to be exercised those provided elsewhere in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthis Trust Agreement or by law: (a) To retain any property transferred to the Trust and to invest and reinvestreinvest the Trust Fund in bonds, with reasonable prudencestocks, bearing in mind mortgages, notes, bank deposits, options, futures contracts, limited partnership interests, shares of registered investment companies, or other property of any kind, real or personal, domestic or foreign, suitable for the intent investment of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To to receive and hold all contributions paid to it under the Plan; except that the Trustee shall have no duty to require any contributions to be made, or to determine that any of the contributions received comply with the conditions and limitations of the Plan; (c) to deposit any part or all of the Trust Fund in any common trust fund or other collective investment fund maintained by the Trustee for trust investment purposes; (d) to manage, operate, sell, exchange or lease for the duration of the Trust’s term any contract to sell, convey, exchange, partition, transfer, abandon and otherwise deal with all property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title manner, for such considerations, and on such terms and conditions as the Trustee shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersdecide; (e) To to retain in cash (pending investment, reinvestment or payment of benefits) any reasonable amounts portion of the Trust Fund and to deposit cash uninvestedin any depository; (f) to compromise, contest, arbitrate, settle or abandon claims and demands; (g) to begin, maintain or defend any litigation necessary in connection with the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (fh) To make to have all reasonable compromisesrights of an individual owner, including the power to give proxies, to vote stocks, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, recapitalizations or liquidations, and to exercise or sell stock subscription or conversion rights; (gi) To make distribution to hold securities or other property in cash the name of the Trustee or any nominee or nominees of the Trustee, or in kind such other form as the Trustee shall determine, including corporate depositories, with or partly without disclosing the Trust relationship, provided that the records of the Trustee shall indicate the actual ownership of such securities or other property; (j) to participate in cash and partly use a book-entry system for the deposit and transfer of securities; (k) to retain any funds or property subject to any dispute without liability for the payment of interest, or to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction; (l) to employ agents, attorneys, investment counsel, accountants, actuaries or other persons for such purposes as the Trustee considers desirable subject to consent by the Company, which consent will not be unreasonably withheld; (m) to furnish the Company and the Advisor with such information in kindthe Trustee's possession as the Company or Advisor may need for tax or other purposes; and (hn) To employ to perform any and reasonably compensate from income or principal all other acts which are, in Trustees’ the reasonable discretion such persons as are reasonably necessary to effectuate the purpose judgment of the TrustTrustee, as well as to contract with outside advisors necessary or counsel as neededappropriate for the proper and advantageous management, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all distribution of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesTrust Fund.

General Powers. Subject As to all assets other than Qualifying Employer -------------- Securities, the provisions of Section 9, Trustees Master Trustee shall have and exercise the following powers, in addition to any powers and authority otherwise given, to be exercised in the administration of the Fund only on the direction of an Asset Manager and the Named Fiduciary where such powers and authority relate to a Directed Fund and in its sole discretion of Trustees where such powers and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsauthority relate to investments made by the Master Trustee in accordance with Section 5.3: (a) To retain to purchase, receive or subscribe for any securities or other property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing retain in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish trust such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of securities or other property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To to sell, exchange exchange, convey, transfer, lend, or lease for otherwise dispose of any property held in the duration Fund and to make any sale by private contract or public auction; and no person dealing with the Master Trustee shall be bound to see to the application of the Trust’s term purchase money or to inquire into the validity, expediency or propriety of any property, real such sale or personal; to enter into agreements of limited partnershipother disposition; (c) To subscribe for to vote in person or by proxy any stocks, bonds or other investments; to join securities held in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationFund; (d) To register to exercise any rights appurtenant to any such stocks, bonds or other securities in street name for the conversion thereof into other stocks, bonds or in the name of a nominee securities, or in such manner that title shall pass by delivery to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to votemake any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in person or by proxy, securities held hereunder and in such connection other forms of options with respect to delegate discretionary powersany options which the Fund has outstanding at any time; (e) To retain reasonable amounts to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of cash uninvestedcorporations or properties of which the Fund may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the commercial or trust department of same, without any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustduty to sell; (f) To make to manage, administer, operate or lease for any number of years, regardless of any restrictions on leases made by fiduciaries, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, all reasonable compromisesupon such terms and conditions as may be deemed advisable, to renew or extend or participate in the renewal or extension of any mortgage upon such terms as may be deemed advisable, and to agree to a reduction in the rate of interest on any mortgage or any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto in any manner and to any extent that may be deemed advisable for the protection of the Fund or the preservation of the value of the investment; to waive any default, whether in the performance of any guarantee, or to enforce any default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure, to bid on the property in foreclosure, to take a deed in lieu of foreclosure, with or without paying a consideration therefor, and in connection therewith to release the obligation on the bonds or notes secured by such mortgage and to exercise and enforce in any action, suit or proceeding at law or in equity any right or remedy in respect to any such mortgage or guarantee; (g) To make distribution in cash to explore for and to develop mineral interests and other natural resources and to acquire land, either by lease or in kind purchase, for such purpose, and to enter into any type of contract or partly in cash agreement incident thereto, and partly in kind; andto sell any product produced by reason of or resulting from such development or exploration to any person or persons on such terms and conditions as the Master Trustee or Asset Manager deems advisable, and to enter into agreements and contracts for transportation of the same; (h) To employ to insure, according to customary standards, any property held in the Fund for any amount and reasonably compensate to pay any premiums required for such coverage; (i) to purchase or otherwise acquire and make payment therefor from income the Fund any bond or principal other form of guarantee or surety required by any authority having jurisdiction over this Trust and its operation, or believed by the Master Trustee or Asset Manager to be in Trustees’ reasonable discretion the best interests of the Fund, except the Master Trustee or Asset Manager may not obtain any insurance whose premium obligation extends to the Fund which would protect the Master Trustee or Asset Manager against its liability for breach of fiduciary duty; (j) to enter into any type of contract with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Master Trustee shall be considered to be a party to this Agreement and shall only be bound by and held accountable to the extent of its contract with the Master Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Master Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Master Trustee, as shall be directed by the Master Trustee. Where applicable, the Master Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Fund for safekeeping or custodian purposes only; (k) to lend the assets of the Fund upon such persons terms and conditions as are reasonably necessary to effectuate deemed appropriate in the purpose sole discretion of the TrustMaster Trustee and, specifically, to loan any securities to brokers, dealers or banks upon such terms, and secured in such manner, as well as may be determined by the Master Trustee, to contract with outside advisors permit the loaned securities to be transferred into the name of the borrower or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, others and to delegate permit the borrower to investment counsel (including an account executive at a exercise such rights of ownership over the loaned securities firm) discretion as may be required under the terms of any such loan; provided, that, with respect to the investment lending of securities pursuant to this paragraph, the Master Trustee's powers shall subsume the role of custodian (the expressed intent hereunder being that the Master Trust, in such case, be deemed a financial institution, within the meaning of section 101(22) of the Bankruptcy Code); and reinvestment provided, further, that any loans made from the Fund shall be made in conformity with such laws or regulations governing such lending activities which may have been promulgated by any appropriate regulatory body at the time of such loan; (l) to purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property; to grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options in any combination; (m) to lend the assets of the assets held hereunderFund to participants of the Plan. Any The Corporation shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such compensation loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. (S)1601 et seq.; acting as agent for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Master Trustee to take specified actions; and maintenance of accounts and records regarding interest and principal payments on notes. The Master Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Corporation or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures, as it deems appropriate. The Corporation shall indemnify and hold the Master Trustee harmless from all damages, costs or expenses, including reasonable based on attorneys' fees, arising out of any action or inaction of the amount that a like organization would ordinarily pay for like services in like circumstancesCorporation with respect to its agency responsibilities described herein with respect to participant loans.

General Powers. Subject Except as otherwise provided in this SAT Agreement or the Plan, and subject to the provisions retained jurisdiction of Section 9the Bankruptcy Court as provided in this SAT Agreement and the Plan, Trustees but without prior or further authorization, the Trustee may control and exercise authority over the Trust Assets, over the acquisition, management and disposition thereof and over the management and conduct of the business and purposes of the Second Amended Shareholders Trust, including objections to allowance of Claims and Equity Security Interests and the prosecution of any and all litigation, to the same extent as if the Trustee were the sole owner of the Trust Assets in its own right. No person dealing with the Trustee shall be obligated to inquire into the Trustee's authority in connection with the acquisition, management or disposition of Trust Assets or the business and purposes of the Second Amended Shareholders Trust. In addition and except as expressly limited in the SAT Agreement, the Plan or the Confirmation Order, the Trustee shall have the following powerspower to take any and all actions as are necessary or advisable to effectuate the purposes of the Second Amended Shareholders Trust, including, without limitation, the power and authority: (i) to accept the Trust Assets; (ii) to distribute and withhold distribution of the Plan Funding Shares in accordance with the terms of the Plan and this SAT Agreement; (iii) to sell, transfer or dispose of Plan Funding Shares as the Trustee, in addition its discretion, deems necessary to fund and satisfy the expenses of the Second Amended Shareholders Trust, including the Expense Reserve and the Disputed Interest Reserve in accordance with the Plan, upon consultation with Axion prior to any authority otherwise givenanticipated disposition of Plan Funding Shares so as not to necessarily negatively affect the value of Axion shares in the public market; (iv) to request that Axion file such amendments to the registration statement for the Plan Funding Shares as may be necessary or desirable under the circumstances; (v) to investigate proofs of claim and proofs of interest filed as of the Record Date and to object to or contest those proofs of claim or interest the Trustee deems should be disallowed; (vi) to defend the interests of those holders of Equity Securities the Trustee determines should be Allowed Equity Securities; (vii) to prosecute the Litigation Claims transferred from the Liquidation Trust and objections to Claims and Equity Security Interests; (viii) to compromise the Litigation Claims transferred from the Liquidation Trust and objections to Equity Security Interests without notice and a hearing and without approval of the Bankruptcy Court; (ix) to sell, convey, transfer, assign, liquidate, collect or abandon the Litigation Claims transferred from the Liquidation Trust; (x) to engage in all acts that would constitute ordinary course of business in performing the obligations of a trustee under a trust of this type; (xi) to establish the funds, reserves and accounts within the Second Amended Shareholders Trust as deemed by the Trustee, in its discretion, to be exercised useful in carrying out the discretion purposes of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assets:the Second Amended Shareholders Trust; (axii) To retain to ▇▇▇ and be sued and to participate, as a party or otherwise, in any property transferred judicial, administrative, arbitration or other proceeding; (xiii) in accordance with this SAT Agreement, to indemnify (and to purchase insurance indemnifying) the Trustee, the Trust Board, and to invest the employees, agents and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course representatives of the Trust’s term; in order , the Trustee and the Trust Board to accomplish such intentthe fullest extent that a corporation organized under the laws of the state of Nevada is from time to time entitled to indemnify its directors, Trustees may invest officers, employees, agents and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesrepresentatives; (bxiv) To sell, exchange or lease for the duration subject to approval of the Trust’s term Bankruptcy Court, to delegate any propertyor all of the discretionary power and authority herein conferred at any time with respect to all or any portion of the Trust to any one or more reputable individuals or recognized institutional advisors or investment managers without liability for any action taken or omission made because of such delegations, real or personal; to enter into agreements of limited partnershipexcept for such liability as provided in this SAT Agreement; (cxv) To subscribe for stocks, bonds or other investments; to join in any plan consult with the Liquidation Trust Trustee at such time and with respect to such issues relating to the conduct of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationSecond Amended Shareholders Trust as the Trustee considers appropriate; (dxvi) To in connection with any Distribution to a minor, to transfer and pay over all or any portion of the property to the minor, or to a guardian of the minor's property, whenever appointed, without requiring ancillary guardianship, or to the minor's parent or the person with whom the minor resides, or to any custodian under any Uniform Gifts to Minors Action or Uniform Transfer to Minors Act, without any obligations to see to the use or application of the Distributions or to make inquiry with respect to any other property available for the use of the minor, the receipt by such minor, guardian, parent, person or custodian to be a complete discharge as to such transfer or payment; (xvii) to employ legal counsel, accountants, experts, brokers or other professionals on a contingency basis or otherwise, subject to Bankruptcy Court approval prior to the Effective Date and thereafter without Bankruptcy Court approval; (xviii) to exercise offsets as provided by law; (xix) to estimate Equity Security Interests for the purposes of Distribution, as the Trustee deems advisable; (xx) to request that Axion register securities the Plan Funding Shares at Axion's sole cost and expense; (xxi) to cause any investments of Trust Assets to be registered and held in street name the Trustee's name, as Trustee for the Second Amended Shareholders Trust, or in the name of a nominee without increase or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersdecrease of liability with respect thereto; (exxii) To retain reasonable amounts to seek such orders, judgments, injunctions and rulings, as the Trustee deems necessary to carry out the intentions and purposes of cash uninvestedthe Second Amended Shareholders Trust and to give full effect to the provisions of the Plan; (xxiii) consistent with the Plan, to perform any act authorized, permitted or required under any instrument, contract, agreement, claim or cause of action constituting or relating to the Trust Assets, whether in the commercial nature of an approval, consent, demand or trust department of any bank notice hereunder or trust companyotherwise, including any corporate fiduciary hereunder, for unless such periods of time as are deemed reasonable for act would require the efficient administration consent of the Beneficiaries in accordance with the express provisions of this SAT Agreement; (xxiv) to perform such other actions and undertake such other conduct as the Trustee believes is necessary to carry out the purposes and intent of the Second Amended Shareholders Trust; (fxxv) To make all reasonable compromises; (g) To make distribution subject to the express limitations contained herein and in cash or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of Plan, the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there Trustee shall be no corporate fiduciary in office, a corporate custodianhave, and to delegate to investment counsel (including an account executive at a securities firm) discretion may exercise with respect to the investment Trust Assets, or any part thereof, and reinvestment to the administration and distribution of the Trust Assets, all powers now or hereafter conferred on trustees by the laws of the State of Nevada. The powers conferred herein in no way limit any power conferred on the Trustee by any other provision of this SAT Agreement but shall be in addition thereto; provided however, that these powers are conferred and may be exercised only and solely within the limitations and for the limited purposes imposed and expressed in the Plan and this SAT Agreement; (xxvi) to carry out any duty or obligation imposed by the Plan or this SAT Agreement, including reporting and maintenance of a web site for the Second Amended Shareholders Trust. (xxvii) To transfer to Axion any choses in action transferred to the Second Amended Shareholders Trust pursuant to the Settlement Agreement or the Plan. The Trustee shall not at any time, on behalf of the Second Amended Shareholders Trust or the Beneficiaries, engage in any trade or business, and the Trustee shall not use or dispose of any or all part of the assets held hereunderTrust Assets in furtherance of any trade or business. Any such compensation The Trustee shall be reasonable based on not sell property to or borrow property from the amount that a like organization would ordinarily pay for like services in like circumstancesTrust.

General Powers. Subject to any restrictions provided for in this Agreement, including without limitation, pursuant to Sections 2.1, 3.3 and 8.1, the provisions of Section 9, Trustees Trustee shall have each and every power, right and authority necessary or desirable to enable it to administer the following powersTrust Fund and carry out its obligations under this Agreement, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms as Trustees may deem bestincluding, without need for court approval and effective until final distribution restricting the generality of all assetsthe foregoing: (a) To retain to purchase or otherwise acquire any securities or other property transferred to the Trust with any cash held by it and to invest hold and reinvest, with reasonable prudence, bearing retain the same in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”trust hereunder, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated accordance with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury noteswritten instructions received from the Company; (b) To sellsubject to Section 4.4, to sell for cash or on credit, or partly for cash and partly on credit, convey, exchange for other securities or lease for the duration of the Trust’s term any other property, real convert, transfer, or personal; otherwise dispose of any securities or other property held by it by any means considered reasonable by the Trustee, and to enter into agreements of limited partnershipreceive the consideration and grant discharges therefor, in accordance with written instructions received from the Company; (c) To subscribe for stocksto vote personally, bonds or by general or by limited proxy, any securities or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust property which may be held by it and deposit securities thereunder; similarly to exercise options personally or by general or by limited power of attorney any right relating to purchase stock and any securities or other property; and generally to exercise all property held by it, in accordance with written instructions received from the rights of security holders of any corporationCompany; (d) To register securities to commence, defend, adjust or settle suits or legal proceedings in street name connection with the Trust Fund (including any taken by the Trust Fund against the Company); to represent the Trust Fund in any such suits or in legal proceedings and except where the name interest of a nominee the Company is adverse to the Trust, to keep the Company informed; provided, however, that the Trustee shall not be obliged to do so unless it receives adequate security from the Company, the Trust Fund or in such manner the Participants, that title shall pass it will be indemnified against all reasonable expenses and liabilities sustained or anticipated by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersthe Trustee with respect thereto; (e) To retain reasonable amounts subject to Section 4.1, as the Trustee may determine: (i) to register securities or other property of cash uninvestedthe Trust Fund in its own name or in the names of nominees with or without the addition of words indicating that the same are held in a fiduciary capacity; (ii) to hold securities or other property in bearer form; (iii) to keep securities or other property, wholly or partly, in its principal office or in any one or more of its branches in any Province of Canada or at the commercial or trust department office of any bank financial institution that is authorized to act as a custodian of securities by the laws of any jurisdiction in which such financial institution is located; and (iv) to hold securities which are on deposit with The Canadian Depository for Securities Limited, or trust companyany other comparable depository outside of Canada, including any corporate fiduciary hereunderthrough the facilities of said depository, for provided such periods of time as are deemed reasonable for the efficient administration securities or other property of the TrustTrust Fund are at all times kept distinct in the records, registers and books of account of the Trustee from its own assets and from those of its nominees, authorized financial institutions and any other person and provided further that records, registers and books of the Trustee and, where possible, those of its nominees and authorized financial institutions, shall at all times show that all such securities or other property are part of the Trust Fund; (f) To make to make, execute, acknowledge and deliver any and all reasonable compromisesdeeds, leases, mortgages, conveyances, contracts, waivers, releases or other documents of transfer and any and all other instruments in writing that may be necessary or proper for the accomplishment of any of the powers herein granted; (g) To make distribution to the extent not prohibited by legislation or regulations or by the policies or administrative practices of federal and provincial regulatory authorities, and pending receipt from Canada Customs and Revenue Agency of a full refund of RCA Tax, to borrow money against assets of the Trust Fund on such terms and conditions as the Trustee may determine (including the right to borrow from itself or its affiliates), but only if such borrowing is required for the purpose of making payments to Participants in accordance with the terms of the SERP Agreements or to satisfy the Trustee's obligation to remit RCA Tax, and does not exceed the above-mentioned refund; and the cost of such borrowing shall be borne by the Company; (h) to hold such portion of the Trust Fund in cash as the Trustee may, from time to time, deem to be in the best interests of the Trust and to retain the cash balances on deposit in such interest bearing account as the Trustee determines with any chartered bank or other depository, including the Trustee or any of its affiliates, or to invest such cash balances in kind the guaranteed investment certificates of depositories; (i) to deposit any property forming part of the Trust Fund, including securities and documents of title held by it hereunder, with any bank or partly other depository, including the Trustee or any of its affiliates; (j) in cash and partly in kindconsultation with the Company, to employ such counsel, actuaries, auditors, advisors, agents or other persons (who may be employed by the Company or any affiliate) as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder; and (hk) To employ to do all such acts, take all such proceedings and reasonably compensate from income or principal in Trustees’ reasonable discretion exercise all such persons rights and privileges, although not specifically mentioned herein, as are reasonably the Trustee may deem necessary to effectuate administer the purpose Trust Fund and to carry out the purposes of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment . The exercise of any one or all more of the assets held hereunder. Any foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancespower or powers or combination of them thereafter from time to time.

General Powers. Subject to and in accordance with the provisions Fund's Proper Instructions, Custodian, as the Fund's agent, and for the account and risk of Section 9the Fund, Trustees shall have is hereby authorized and empowered, with respect to Securities held outside the following powers, in addition to any authority otherwise givenUnited States with Foreign Sub-custodians, to be exercised in the discretion of Trustees authorize and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsempower Foreign Sub-custodians to: (ai) To retain any property transferred to the Trust receive and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesdeliver Assets; (bii) To sellreceive all payments of principal, exchange or lease for the duration of the Trust’s term any propertyinterest, real or personal; dividends and other income and distributions payable with respect to enter into agreements of limited partnershipAssets; (ciii) To subscribe exchange Securities in temporary or bearer form for stocksSecurities in definitive or registered form; effect an exchange of shares where the par value of stock is changed; and surrender Securities at maturity or earlier when advised of a call for redemption (provided, bonds however, that Custodian shall not be liable for failure to so exchange or surrender any security or take other action (A) if notice of such exchange or call for redemption or other investments; action was not actually received by Custodian from the issuer (with respect to join Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which Custodian subscribes or from the Fund or (B) if, at the time of deposit, any plan of leaseSecurity so deposited is subject to call, mortgageexchange, mergerredemption or similar action, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; unless specifically instructed to exercise options to purchase stock and other property; and generally to exercise all do so by the rights of security holders of any corporationFund); (div) To hold Assets (A) in its vaults, (B) at a domestic or foreign entity that provides handling, clearing or safekeeping service, (C) with issuer in non-certificated form, (D) on Federal Book Entry at the Federal Reserve Custodian or (E) with the prior approval of the Fund at any other location; (v) register securities in street name or and/or hold Assets in the name of any nominee of Custodian or its Foreign Sub-custodians or any of their respective nominees or any authorized agent, subsidiary or other entity, including (without limiting the generality of the foregoing) the nominee of any central depository, clearing corporation or other entity with which securities may be deposited (and the Fund hereby indemnifies and holds harmless Custodian and any such nominee against any liability as a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersholder of record); (evi) To retain reasonable amounts of cash uninvested, hold any investment in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustbearer form; (fvii) To make all reasonable compromisesin connection with the receipt of Assets, accept documents in lieu of such Assets as long as such documents contain the agreement of the issuer thereof to hold such Assets subject to Custodian's sole order; (gviii) To make, execute, acknowledge and deliver as agent, any and all documents or instruments (including but not limited to all declarations, affidavits and certificates of ownership) that may be necessary or appropriate to carry out the powers granted herein; (ix) employ and consult with, and obtain advice from, suitable agents, including auditors and legal counsel (who may be counsel to the Fund or the Custodian or other advisers), and Custodian shall incur no liability in acting in good faith in accordance with the reasonable advice and opinion of such agents or advisers; (x) make distribution in cash any payments incidental to or in kind or partly in cash and partly in kindconnection with this paragraph 3(a); and (hxi) To employ exercise all other rights and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, powers and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to take any action it deems necessary in carrying out the investment and reinvestment purposes of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesthis Agreement.

General Powers. Subject to Paragraph 7, the provisions of Section 9Grantor hereby gives to the Trustee, Trustees shall have the following powersits substitutes or successors, in addition to, and not by way of limitation on, any and all powers and authority conferred upon it by law, the following powers and authority which may be exercised by it under this Declaration at any time and from time to time for any authority purpose without the necessity of giving notice to, or of obtaining authorization or confirmation with respect thereto from, any court or from the Grantor (except as otherwise givenset forth in the following subsections): a. To hold and retain all or any part of the Trust Estate in the form in which the same may be at the time of receipt thereof by it as long as it deems advisable, to be exercised in the discretion purchase or acquire for investment, by liquidation of Trustees and on any such terms as Trustees may deem bestasset or otherwise, any additional property of any kind or nature (including, without need for court approval and effective until final distribution of all assets: (alimitation, any real property or any interest in real property, any stocks, whether common, preferred or otherwise, participation in any discretionary common trust fund or other investment fund administered by any fiduciary hereunder, bonds, secured or unsecured, debentures, obligations, mortgages, or other securities) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind reinvest the intent same as part of the SettlorTrust Estate, that even though such holding, purchase, acquisition, investment or reinvestment, at any time or from time to time, may be non-income producing or underproductive, or otherwise would not be permitted by law for the investment of trust funds are to or would not be maintained and reasonably available considered appropriate for distribution to Eligible Grant Recipients over the course retention by a trustee; PROVIDED THAT any disposition of all or any part of the Trust’s term; in order to accomplish such intent, Trustees may invest Trust Estate and/or any investment or reinvestment of any proceeds of any disposition of any portion of the Trust Estate should require the written consent of each Trustee and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes;the Beneficiary. (b) b. To sell, exchange exchange, give options upon, partition or lease for the duration otherwise alter any property at any time forming part of the Trust’s term any propertyTrust Estate, real at public or personal; to enter into agreements of limited partnership; (c) To subscribe private sale, for stockssuch purposes, bonds or other investments; to join in any plan of leaseand upon such terms, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title and at such prices as it determines to be advisable, and to make, execute and deliver any and all stock powers, deeds, conveyances, bills of sale, leases, mortgages and other instruments necessary thereto, PROVIDED THAT any such action shall pass require the written consent of each Trustee and the Beneficiary. c. To renew or extend the time of payment of any obligation, including taxes, whether such obligation is secured or unsecured or payable to or by delivery it, for as long a period or periods of time and upon such terms as it determines; and to pay, adjust, settle, compromise, arbitrate or contest any claim or demand, including a C-3 claim or demand for taxes, in favor of or against it, upon such terms as it deems advisable. d. To borrow money from any person for such periods of time and upon such commercially reasonable terms and conditions for any purpose connected with the protection, preservation or administration of this Trust and the Trust Estate, whenever in its judgment the same is considered advisable; to execute promissory notes or other obligations for amounts so borrowed; and to secure the payments of any amounts so borrowed by pledge, deed of trust or mortgage of any property forming a part of the Trust Estate, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. e. To vote or assign the right to vote, in person or by general or limited proxy, any shares of stock or other securities held hereunder by the Trust at any and all meetings of stockholders for any and all purposes without any limitation whatsoever; and to refrain from voting with respect thereto, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. f. To exercise all options, rights and privileges; to convert stocks, bonds, notes, mortgages, or other property into stocks, bonds, notes, mortgages, or other property; to grant or receive put and call options, engage in hedging transactions, and acquire derivatives with respect to all or any part of the Trust Estate; to subscribe for additional or other stocks, bonds, notes, mortgages, or other property, and to make such connection conversions and subscriptions and to delegate discretionary powers;make payments therefor; and to hold such stocks, bonds, notes, mortgages, or other property so acquired as investments, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. (e) g. To consent, directly or through a committee or other agent, to the reorganization, consolidation, merger, dissolution or liquidation, foreclosure or lease or sale of assets, incorporation or reincorporation, or readjustment of the capital or financial structure of any corporation or other entity in which the Trust may have any interest; to serve as a member of any stockholders' or bondholders' protective committee; to deposit any such stock or other securities in accordance with any such transaction; to pay any assessments, expenses and sums of money which may be required for the protection or furtherance of the interests of the Trust with reference thereto; and to receive and retain reasonable amounts as investments of cash uninvestedthe Trust any new securities issued as a result of the execution of any such transaction, whether or not they otherwise would be permitted by C-4 law for the investment of Trust funds or would be considered appropriate for retention by a trustee; and to make any payment and to take any steps which may be necessary or proper to enable the Trust to obtain the benefit of any such transaction; PROVIDED THAT any matter that requires the vote of the holders of shares of stock that are held as part of the Trust Estate shall require the written consent of each Trustee and the Beneficiary. h. To employ any person or persons to handle the management or maintenance of any property forming a part of the Trust Estate, including receipt and payment of money, without being liable for loss incurred thereby; and to employ such investment or legal counsel, financial advisors, accountants, bookkeepers, agents, custodians, experts, clerks or other persons as the Trustee deems advisable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution Trust Estate, and to compensate them in cash or in kind or partly in cash such amounts as the Trustee deems reasonable, and partly in kind; and (h) To employ and reasonably compensate from to charge the expenses thereof to income or principal in Trustees’ reasonable discretion or both as the Trustee determines, and to rely on information or advice furnished by such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive them any discretions which the Trustee deems proper. i. To register any property in the name of its nominee or nominees, without qualification or description, or to hold the same unregistered or in such other form that title shall pass by delivery, or, in the case of a fiduciary, in its own name without qualification or description. j. To maintain and keep the Trust Estate, or any portion thereof, at any place in the United States or elsewhere, or with a securities firm) discretion depository or custodian at any such place, as the Trustee determines. k. To carry insurance against such hazards and in such amounts, with either stock companies or mutual companies, as it deems advisable. 1. To exercise all powers and authority conferred upon the Trustee under law or by this Declaration with respect to the investment and reinvestment all accumulations of any or all of the assets income held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstances.

General Powers. Subject The trustee shall have exclusive authority and discretion to manage and control the trust fund except to the provisions of Section 9extent that authority to manage investments has been allocated to one or more investment managers pursuant to paragraph III-4, Trustees to the administrator pursuant to paragraph III-3(r), paragraph III-3(s), paragraph III-3(t) or paragraph IV-4, or to participants pursuant to paragraph IV-5. The trustee shall have the following powers, rights and duties in addition to any authority otherwise giventhose provided elsewhere in this agreement, to be exercised in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsplan or by law: (a) To retain manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, abandon, improve, repair, insure, lease for any property transferred to term (although commencing in the Trust future or extending beyond the term of this trust) and to invest and reinvestotherwise deal with all property, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”real or personal, in any form of property; such property includesway, by way of illustration for such considerations, and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with on such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; terms and short term Treasury notes;conditions as the trustee decides. (b) To sell, exchange retain in cash such amounts as the trustee considers advisable and as are permitted by applicable law; and to invest and reinvest part or lease for the duration all of the Trust’s term balance of the trust fund in stocks, bonds, notes, mortgages, mutual fund shares or other property of any propertykind, real or personal; , and to enter into agreements diversify such investments so as to minimize the risk of limited partnership;large losses, unless under the circumstances it is clearly prudent not to do so. (c) To subscribe for stocks, bonds or other investments; to join deposit cash in any plan depositary (including the banking department of leasethe bank acting as trustee or any affiliate of the bank acting as trustee) without liability for interest and, mortgagewithout limiting the generality of the foregoing, merger, consolidation, reorganization, foreclosure to invest cash in savings accounts or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all time certificates of deposits bearing a reasonable rate of interest in the rights banking department of security holders the bank acting as trustee or any affiliate of any corporation;the bank acting as trustee. (d) To register make any payment or distribution from the trust fund as directed by the plan administrator without inquiring as to whether a payee or distributee is entitled thereto or as to whether it is proper, and the trustee shall not be liable for a payment or distribution made as directed by the plan administrator without notice or knowledge that the payment or distribution is not proper under the terms of the plan or this agreement; and to notify the plan administrator if a payment or distribution is returned to the trustee, and the trustee shall have no obligation to search for or ascertain the whereabouts of a payee or distributee. (e) To the extent permitted by law, to borrow from anyone, with the company"s approval, such sum or sums from time to time as the trustee considers desirable to carry out this trust, and to mortgage or pledge all or part of the trust fund as security, provided that the trustee shall not borrow to acquire employer securities as described in street name paragraph (f) To retain any funds or property subject to any dispute without liability for interest and to decline to make payment or delivery thereof until final adjudication by a court of competent jurisdiction or until an appropriate release is obtained. (g) To begin, maintain or defend any litigation necessary in connection with the administration of the plan or this trust, except that, unless otherwise required by law, the trustee shall not be obliged or required to do so unless indemnified to the trustee"s satisfaction. (h) With the consent of the company or the plan administrator, to compromise, contest, arbitrate or abandon claims or demands. (i) Except as provided in paragraph IV-4 with respect to employer securities, to give proxies to vote stocks and other voting securities, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, liquidations, or other changes in the financial structure of any corporation, and to exercise or sell stock subscription or conversion rights. (j) To hold securities or other property in the name of a nominee nominee, in a depositary, or in any other way, with or without disclosing the trust relationship; provided, however, that except as authorized by regulations issued by the Secretary of Labor, the indicia of ownership of the assets of the trust fund shall not be maintained outside the jurisdiction of the district courts of the United States. (k) Except as provided in paragraph IV-4 with respect to certain employer securities, to report to the employers and the plan administrator on each accounting date under the plan, or as soon thereafter as practicable, or at such manner other times as the employer may request, the then net worth of the trust fund (that title is, the fair market value of the trust fund, less liabilities, if any, other than liabilities to persons entitled to benefits under the plan) determined on the basis of such evidence, data or information as the trustee considers pertinent and reliable. (l) To furnish to the employers and the administrator an annual account, or an account for such other period as the plan administrator may specify or as may be required under this agreement or the plan, on an accrual basis showing all investments, receipts, disbursements, and other transactions involving the trust during the account period, and also showing the assets of the trust fund held at the end of the period. Upon the expiration of ninety (90) days from the date of filing such account, the trustee shall pass by delivery be forever released and discharged from all liability and accountability to the plan administrator with respect to the accuracy of such accounting and the propriety of all acts and failures to act of the trustee reflected in such account for which it shall be responsible hereunder, except with respect to any such acts or transactions as to which the plan administrator shall within such 90 day period file with the trustee specific written objections. (m) To pay any estate, inheritance, income or other tax, charge or assessment attributable to any benefit payable under the plan out of such benefit after giving the employers and the plan administrator notice as far in advance as practicable (except that mandatory federal or state withholding of income tax may be made without such notice); to defer making payment of any such tax, charge or assessment if it is indemnified to its satisfaction in the premises; and to vote, in person require before making any payment such release or by proxy, securities held hereunder other document from any lawful taxing authority and in such connection to delegate discretionary powers;indemnity from the intended payee as the trustee considers necessary for its protection. (en) To retain reasonable amounts maintain records and accounts reflecting all receipts and disbursements under this agreement and such other records and accounts as the plan administrator may specify, all of cash uninvested, in which shall be open to the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration inspection of the Trust;employers or the plan administrator at all reasonable times, and may be audited from time to time by anyone named by the employer or plan administrator. (f) To make all reasonable compromises; (g) To make distribution in cash or in kind or partly in cash and partly in kind; and (ho) To employ and reasonably compensate from income agents, attorneys, accountants or principal in Trustees’ reasonable discretion such other persons as are reasonably necessary to effectuate (who also may be employed by the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, employer) and to delegate to investment counsel them such powers as the trustee considers desirable (including an account executive at except that the trustee may not delegate its responsibilities as to the management or control of the assets of the trust fund), provided that such delegation, and the acceptance thereof, by such agents, attorneys, accountants or other persons, shall be in writing; and, to the extent permitted by law, the trustee shall be protected in acting or refraining from acting on the advice of persons so employed without court action. (p) To appoint a securities firm) discretion bank, trust company, or broker or dealer registered under the Securities Exchange Act of 1934 to act as custodian with respect to any portion of the trust fund; and a custodian so appointed shall have custody of such assets as are deposited with it and as custodian such rights, powers and duties with respect thereto as shall be agreed upon from time to time by the trustee and such custodian. (q) When directed by the plan administrator, to make loans to participants under the plan from the trust fund in an amount or amounts specified by the plan administrator without inquiring as to whether a participant is entitled to such a loan or as to whether the loan is proper under the terms of the plan or under any applicable state or federal law. (r) When directed by the plan administrator or an investment manager, to apply for and invest all or any part of the assets of the trust fund in one or more guaranteed investment contracts issued by one or more legal reserve life insurance companies legally authorized to issue such contracts in the state of Illinois, which contracts shall provide for a guarantee as to principal and interest. The plan administrator or an investment manager may direct the trustee to accept and retain any insurance contracts transferred to the trust from any insurance company or other contract holders. The trustee may be designated as the contract holder under any such insurance contracts, but any action required or permitted to be taken by the trustee as contract holder shall be taken only in accordance with the directions of the plan administrator or the investment and reinvestment of manager. The trustee may delegate to the plan administrator or the investment manager any or all of its duties as contract holder under any contract. The trustee shall have no duty to question the propriety of any direction of the plan administrator or any investment manager, and shall incur no liability for any action taken pursuant to such direction or for any failure to act in the absence of such direction, nor shall the trustee be obligated to inquire into the terms and conditions of any insurance contract purchased or accepted and retained pursuant to such direction. (s) When directed by the plan administrator or an investment manager, to invest all or any portion of the assets held hereunder. Any of an investment fund in one or more mutual funds selected by the plan administrator or an investment manager, or to purchase individual securities selected by the plan administrator or an investment manager. (t) When directed by the plan administrator or an investment manager, to purchase one or more group annuity, deposit administration or separate account contracts for the payment of benefits to participants or their beneficiaries from one or more legal reserve life insurance companies legally authorized to issue such compensation shall be reasonable based on contracts in the amount state of Illinois. (u) To furnish the plan administrator with such information in the trustee"s possession as the plan administrator may need for tax or other purposes. (v) At the direction of the plan administrator to receive, hold and invest any funds or other property transferred to the trustee from any other trust forming a part of a plan intended to meet the requirements of Section 401(a) of the Internal Revenue Code; and to allocate, credit and distribute any such funds and other property so transferred as directed by the plan administrator in accordance with the terms of the plan. (w) To transfer all or any portion of the trust fund to another trust or trusts forming a part of a plan or plans that a like organization would ordinarily pay are intended to meet the requirements of Section 401(a) of the Internal Revenue Code, as directed by the plan administrator. (x) To perform any and all other acts which in the trustee"s judgment are appropriate for like services the proper management, investment and distribution of the trust fund. (y) To transfer an eligible rollover distribution described in like circumstancesSection 402(c)(4) of the Internal Revenue Code directly to an eligible retirement plan described in Section 402(c)(8)(B) of the Internal Revenue Code, as directed by the plan administrator.

General Powers. Subject As to all assets other than Qualifying Employer Securities, the provisions of Section 9, Trustees Master Trustee shall have and exercise the following powers, in addition to any powers and authority otherwise given, to be exercised in the administration of the Fund only on the direction of an Asset Manager and the Benefit Committee where such powers and authority relate to a Directed Fund and in its sole discretion of Trustees where such powers and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsauthority relate to a Discretionary Fund: (a) To retain to purchase, receive or subscribe for any securities or other property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing retain in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish trust such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of securities or other property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To to sell, exchange exchange, convey, transfer, lend, or lease for otherwise dispose of any property held in the duration Fund and to make any sale by private contract or public auction; and no person dealing with the Master Trustee shall be bound to see to the application of the Trust’s term purchase money or to inquire into the validity, expediency or propriety of any property, real such sale or personal; to enter into agreements of limited partnershipother disposition; (c) To subscribe for to vote in person or by proxy any stocks, bonds or other investments; to join securities held in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationFund; (d) To register to exercise any rights appurtenant to any such stocks, bonds or other securities in street name for the conversion thereof into other stocks, bonds or in the name of a nominee securities, or in such manner that title shall pass by delivery to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to votemake any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in person or by proxy, securities held hereunder and in such connection other forms of options with respect to delegate discretionary powersany options which the Fund has outstanding at any time; (e) To retain reasonable amounts to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of cash uninvestedcorporations or properties of which the Fund may hold stocks, bonds or other securities or in the commercial or trust department of any bank or trust companywhich it may be interested, including any corporate fiduciary hereunderupon such terms and conditions as deemed wise, for such periods of time as are deemed reasonable for the efficient administration of the Trust;to (f) To make all reasonable compromisesto insure, according to customary standards, any property held in the Fund for any amount and to pay any premiums required for such coverage; (g) To to purchase or otherwise acquire and make distribution payment therefor from the Fund any bond or other form of guarantee or surety required by any authority having jurisdiction over this Trust and its operation, or believed by the Master Trustee or Asset Manager to be in cash the best interests of the Fund, except the Master Trustee or in kind Asset Manager may not obtain any insurance whose premium obligation extends to the Fund which would protect the Master Trustee or partly in cash and partly in kind; andAsset Manager against its liability for breach of fiduciary duty; (h) To employ to enter into any type of contract with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Master Trustee shall be considered to be a party to this Agreement and reasonably compensate from income shall only be bound by and held accountable to the extent of its contract with the Master Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Master Trustee with regard to any instructions issued and shall make disbursements or principal in Trustees’ reasonable discretion such persons payments to any person, including the Master Trustee, as are reasonably necessary to effectuate shall be directed by the purpose Master Trustee. Where applicable, the Master Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the TrustFund for safekeeping or custodian purposes only; (i) to lend the assets of the Fund to participants of the Plan. The Benefit Committee shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. Section 1601 et seq., compliance with the record retention requirements promulgated under the Equal Credit Opportunity Act, 15 U.S.C. Section 1691 et seq. and its implementing regulation, Regulation B, 12 C.F.R. part 202; acting as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, agent for the physical custody and to delegate to investment counsel (including an account executive at a securities firm) discretion safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the investment Master Trustee to take specified actions; and reinvestment maintenance of accounts and records regarding interest and principal payments on notes. The Master Trustee shall not in any way be responsible for holding or all of the assets held hereunder. Any reviewing such compensation documents, records and procedures and shall be reasonable based on entitled to rely upon such information as is provided by the amount that a like organization would ordinarily pay for like services in like circumstancesBenefit Committee or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures, as it deems appropriate.

General Powers. Subject to the provisions of Section 9, Trustees shall have the following powers, in addition to any authority otherwise given, to be exercised in the discretion of Trustees The Trustee is authorized and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsempowered: (aA) To retain any to hold monies uninvested temporarily, without liability for interest thereon, until such monies shall be invested, reinvested or disbursed; (B) to collect all interest, dividends and other income payable with respect to property transferred to held by the Trust and to invest and reinvestsurrender securities at maturity or when advised of earlier call for redemption, provided that the Trustee shall not be liable for failure to surrender any security for redemption prior to (C) to hold property in its vaults, at a domestic or foreign central depository or clearing corporation, in non-certificated form with the issuer, on Federal Book Entry at the Federal Reserve Bank of New York, with reasonable prudencea custodian appointed in accordance with subsection (D) immediately below or, bearing in mind with the intent prior approval of the Settlor▇▇▇▇▇▇▇ ▇▇, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in at any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesother location; (bD) To sell, exchange to appoint another bank or lease other entity (which may be an affiliate of the Trustee) as custodian including for any securities or other assets and to arrange for the duration custody of foreign securities or other foreign assets and to pay the Trust’s term any property, real reasonable expenses and compensation of such bank or personal; to enter into agreements of limited partnershipother entity from the Trust Fund; (cE) To subscribe for stocks, bonds or other investments; to join hold any property in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street its own name or in the name of a nominee (which may be an affiliate of the Trustee), including the nominee of any central depository, clearing corporation or in such manner that title shall pass by delivery custodian with which securities may be deposited (and the ▇▇▇▇▇▇▇ ▇▇ agrees to hold the Trustee harmless from any liability as a holder of record), and to votehold any investment in bearer form, in person or by proxy, securities held hereunder but the books and in records of the Trustee shall at all times show that all such connection to delegate discretionary powersinvestments are part of the Trust Fund; (eF) To retain reasonable amounts to form any corporation, association, partnership or joint venture under the laws of cash uninvestedany jurisdiction, to participate in the forming of any such corporation association, partnership or joint venture, or to acquire an investment in or otherwise make use of any corporation, association partnership or joint venture, in any case for the commercial purpose of facilitating the Trust’s investment in, holding title to, managing or trust department liquidating any property; (G) to employ suitable agents, investment managers (who may be affiliates of the Trustee), legal counsel (who may be legal counsel for the ▇▇▇▇▇▇▇ ▇▇ or the Trustee in its corporate capacity), auditors and accountants, without liability for any loss occasioned by any such party so employed, and to pay the reasonable expenses and compensation of each such party so employed from the Trust Fund; (H) to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, the Trustee shall have no obligation to take any legal action for the benefit of the Trust unless and until it is indemnified by ▇▇▇▇▇▇▇ for all expenses in connection therewith, including, without limitation, attorneys’ fees and expenses; (I) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers granted to the Trustee in this Agreement; (J) to deliver to the relevant Investment Manager all notices, proxy solicitation materials and other instruments received by the Trustee relating to the voting of any bank stock or trust companyother security of the Fund having voting privileges, the exercise of any option or privilege with respect to any stock or other security of the Fund, including any corporate fiduciary hereunderright or privilege to subscribe for or otherwise to acquire stock or other security, for such periods a plan of time as are deemed reasonable refinance, merger, consolidation, reorganization or liquidation of any corporation or other enterprise in which the Fund may have an interest, the formation of any committee for the efficient administration deposit stock or other security of the Trust; (f) To make all reasonable compromises; (g) To make distribution Fund to effectuate such a plan, the exchange of stock or other security of the Fund in cash connection with such a plan or in kind a voting trust for the deposit of stock or partly in cash and partly in kindother security of the Fund; and (hK) To employ to take any and reasonably compensate from income all action not specifically described in the foregoing provisions of this Section 4.1 the Trustee may deem necessary or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate desirable for the purpose protection of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesTrust Fund.

General Powers. Subject to and in accordance with Customer's instruction, Bank, as Customer's agent, and for the provisions account and risk of Section 9Customer, Trustees shall have is hereby authorized and empowered, with respect to Securities held outside the following powers, in addition to any authority otherwise givenUnited States with Foreign Sub-custodians, to be exercised in the discretion of Trustees authorize and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsempower Foreign Sub-custodians to: (ai) To retain any property transferred to the Trust receive and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesdeliver Property; (bii) To sellreceive all payments of principal, exchange or lease for the duration of the Trust’s term any propertyinterest, real or personal; dividends and other income and distributions payable with respect to enter into agreements of limited partnershipProperty; (ciii) To subscribe exchange Securities in temporary or bearer form for stocksSecurities in definitive or registered form; effect an exchange of shares where the par value of stock is changed; and surrender Securities at maturity or earlier when advised of a call for redemption (provided, bonds however,that Bank shall not be liable for failure to so exchange or surrender any security or take other action (A) if notice of such exchange or call for redemption or other investments; action was not actually received by Bank from the issuer (with respect to join Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which Bank subscribes or from the Customer or (B) if, at the time of deposit, any plan of leaseSecurity so deposited is subject to call, mortgageexchange, mergerredemption or similar action, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; unless specifically instructed to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationdo so by Customer); (div) To hold Property (A) in its vaults, (B) at a domestic or foreign entity that provides handling, clearing or safekeeping service, (C) with issuer in non-certificated form, (D) on Federal Book Entry at the Federal Reserve Bank or (E) with the prior approval of Customer at any other location; (v) register securities in street name or and/or hold Property in the name of any nominee of Bank or its Foreign Sub-custodians or any of their respective nominees or any authorized agent, subsidiary or other entity, including (without limiting the generality of the foregoing) the nominee of any central depository, clearing corporation or other entity with which securities may be deposited (and Customer hereby indemnifies and holds harmless Bank and any such nominee against any liability as a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersholder of record); (evi) To retain reasonable amounts of cash uninvested, hold any investment in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustbearer form; (fvii) To make all reasonable compromisesin connection with the receipt of Property, accept documents in lieu of such Property as long as such documents contain the agreement of the issuer thereof to hold such Property subject to Bank's sole order; (gviii) To make, execute, acknowledge and deliver as agent, any and all documents or instruments (including but not limited to all declarations, affidavits and certificates of ownership) that may be necessary or appropriate to carry out the powers granted herein; (ix) employ and consult with, and obtain advice from, suitable agents, including auditors and legal counsel (who may be counsel to Customer or the Bank or other advisers, and Bank shall incur no liability in acting in good faith in accordance with the reasonable advice and opinion of such agents or advisers; (x) make distribution in cash any payments incidental to or in kind or partly in cash and partly in kindconnection with this paragraph; and (hxi) To employ exercise all other rights and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, powers and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to take any action it deems necessary in carrying out the investment and reinvestment purposes of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesthis Agreement.

General Powers. Subject to the provisions of Section 9paragraph II-3, Trustees with respect to the Trust Fund, the Trustee shall have the following powers, rights and duties in addition to any authority otherwise given, to be exercised those provided elsewhere in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthis Agreement or by law: (a) To retain any property transferred to receive and hold all contributions paid to it by the Trust and to invest and reinvestExchange; provided, with reasonable prudence, bearing in mind the intent of the Settlorhowever, that the funds are Trustee shall have no duty to require any contributions to be maintained and reasonably available for distribution made, or to Eligible Grant Recipients over the course determine that any of the Trust’s term; in order to accomplish such intent, Trustees may invest contributions received comply with the conditions and reinvest, without being limited to statutorily “authorized investments”, in any form limitations of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesthe Plan; (b) To to invest and reinvest the Trust Fund in property of any kind, real or personal, other than securities of the Exchange or any subsidiary or affiliate thereof; (c) to manage, operate, sell, exchange or lease for the duration of the Trust’s term any contract to sell, convey, exchange, partition, transfer, abandon, and otherwise deal with all property, real or personal; to enter into agreements of limited partnership; (c) To subscribe , in such manner, for stockssuch consideration, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock on such terms and other property; and generally to exercise all conditions as the rights of security holders of any corporationTrustee shall decide; (d) To register securities to retain in street name cash (pending investment, reinvestment or in payment of benefits) any reasonable portion of the name of a nominee or in such manner that title shall pass by delivery Trust Fund and to vote, deposit cash in person or any depository selected by proxy, securities held hereunder and in such connection to delegate discretionary powersthe Trustee; (e) To retain reasonable amounts of cash uninvestedto make payments from the Trust Fund in accordance with paragraph III-2; (f) to compromise, contest, arbitrate, settle or abandon claims and demands; (g) to begin, maintain or defend any litigation necessary in connection with the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution in cash or in kind or partly in cash and partly in kind; and (h) To employ to have all rights of an individual owner, including the power to give proxies, to vote stocks, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, recapitalizations or liquidations, and reasonably compensate from income to exercise or principal in Trustees’ reasonable discretion such persons sell stock subscription or conversion rights; provided, however, that if an insurance policy is held as are reasonably necessary to effectuate the purpose 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 well distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person (other than the Exchange) the proceeds of any borrowing against such policy; (i) to hold securities or other property in the name of the Trustee or any nominee or nominees of the Trustee, or in such other form as the Trustee shall determine, with or without disclosing the Trust relationship, provided that the records of the Trustee shall indicate the actual ownership of such securities or other property; (j) to deposit securities with a corporate depository, in which event, the certificates representing securities, including those in bearer form, may be held in bulk form with, and may be merged into, certificates of the same class of the same issuer which constitute assets of other accounts or owners, without certification as to contract with outside advisors the ownership attached and to participate in and use a book-entry system for the transfer or counsel as needed, and, whenever there shall be no corporate fiduciary in office, pledge of securities held by the Trustee or by a corporate custodiandepository; provided, however, that the Trustee shall at all times maintain a separate and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all distinct record of the assets held hereunder. Any securities owned by the Trust Fund; (k) to retain any funds or property subject to any dispute without liability for the payment of interest, or to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction; (1) to employ agents, attorneys, investment counsel, accountants or other persons (who also may be employed by or represent the Exchange) for such compensation shall be reasonable based on purposes as the amount that a like organization would ordinarily pay for like services in like circumstances.Trustee considers desirable;

General Powers. Except as provided herein to the contrary, the Trustee shall have all the powers granted trustees under the Texas Trust Code, as amended from time to time, and shall have the power to perform every act necessary or appropriate to carry out the terms of this Trust to the maximum extent permitted by law, including, without limitation, the following: (a) The receipt of contributions or funding under the Agreement; (b) The investment of Trust assets in the forms of investment provided in Schedule "A" attached to and made a part of this Trust Agreement. The forms of investment listed on Schedule "A" may be modified in accordance with the provisions of Section 6.8 of this Trust Agreement. (c) The entering into and performance of any agreement; (d) Subject to the provisions of Section 94.2(b) of this Trust Agreement, Trustees shall have the following powersundertaking of any legal action, in addition to any authority otherwise givenwhether as plaintiff or defendant, to be exercised in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assets: (a) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course behalf of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To sell, exchange or lease for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts The payment of cash uninvested, any tax or assessment incurred in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromisesThe employment of any person, including attorneys, accountants, investment managers and agents, to advise and assist the Trustee in the performance of its duties; (g) The execution and delivery of all instruments necessary or appropriate to accomplishing or facilitating the exercise of the Trustee's powers; (h) The borrowing of money from any source as may be necessary or advisable to effectuate the purposes of the Trust on such terms and conditions as the Trustee, in the Trustee's absolute discretion, may deem advisable, and for this purpose to mortgage or pledge on a nonrecourse basis the assets of the Trust; provided however, except as may be otherwise provided in Section 5.3 of this Trust Agreement, the proceeds of any insurance company loan may not be paid from the Trust and, unless each respective Beneficiary otherwise consents, shall not be used for any purpose other then to maintain the insurance policy (with respect to which the loan was made) on a "paid up basis," i.e., to pay both current premium and interest expense on prior loans from that policy; (i) To make distribution release, in cash the discretion of the Trustee, any fiduciary power at any time, in whole or in kind part, temporarily or partly permanently, whenever the Trustee may deem it advisable, by acknowledged instrument; (j) To keep any and all securities or other assets of the Trust in cash and partly the name of some other person or entity with a power of attorney for the transfer attached or in kindbearer or Federal Reserve Book - Entry form or in the name of the Trustee without disclosing the fiduciary capacity of the Trustee; (k) Subject to the provisions of Section 6.11 of the Trust Agreement, to vote, either in person or by proxy, any share of stock held as part of the assets of the Trust; and (hl) To employ hold cash uninvested at any time and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary any amount pending investment pursuant to effectuate the purpose terms of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesAgreement.

General Powers. Subject to Paragraph 7, the provisions of Section 9Grantor hereby gives to the Trustee, Trustees shall have the following powersits substitutes or successors, in addition to, and not by way of limitation on, any and all powers and authority conferred upon it by law, the following powers and authority which may be exercised by it under this Declaration at any time and from time to time for any authority purpose without the necessity of giving notice to, or of obtaining authorization or confirmation with respect thereto from, any court or from the Grantor (except as otherwise givenset forth in the following subsections): a. To hold and retain all or any part of the Trust Estate in the form in which the same may be at the time of receipt thereof by it as long as it deems advisable, to be exercised in the discretion purchase or acquire for investment, by liquidation of Trustees and on any such terms as Trustees may deem bestasset or otherwise, any additional property of any kind or nature (including, without need for court approval and effective until final distribution of all assets: (alimitation, any real property or any interest in real property, any stocks, whether common, preferred or otherwise, participation in any discretionary common trust fund or other investment fund administered by any fiduciary hereunder, bonds, secured or unsecured, debentures, obligations, mortgages, or other securities) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind reinvest the intent same as part of the SettlorTrust Estate, that even though such holding, purchase, acquisition, investment or reinvestment, at any time or from time to time, may be non-income producing or underproductive, or otherwise would not be permitted by law for the investment of trust funds are to or would not be maintained and reasonably available considered appropriate for distribution to Eligible Grant Recipients over the course retention by a trustee; PROVIDED THAT any disposition of all or any part of the Trust’s term; in order to accomplish such intent, Trustees may invest Trust Estate and/or any investment or reinvestment of any proceeds of any disposition of any portion of the Trust Estate should require the written consent of each Trustee and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes;the Beneficiary. (b) b. To sell, exchange exchange, give options upon, partition or lease for the duration otherwise alter any property at any time forming part of the Trust’s term any propertyTrust Estate, real at public or personal; to enter into agreements of limited partnership; (c) To subscribe private sale, for stockssuch purposes, bonds or other investments; to join in any plan of leaseand upon such terms, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title and at such prices as it determines to be advisable, and to make, execute and deliver any and all stock powers, deeds, conveyances, bills of sale, leases, mortgages and other instruments necessary thereto, PROVIDED THAT any such action shall pass require the written consent of each Trustee and the Beneficiary. c. To renew or extend the time of payment of any obligation, including taxes, whether such obligation is secured or unsecured or payable to or by delivery it, for as long a period or periods of time and upon such terms as it determines; and to pay, adjust, settle, compromise, arbitrate or contest any claim or demand, including a claim or demand for taxes, in favor of or against it, upon such terms as it deems advisable. d. To borrow money from any person for such periods of time and upon such commercially reasonable terms and conditions for any purpose connected with the protection, preservation or administration of this Trust and the Trust Estate, whenever in its judgment the same is considered advisable; to execute promissory notes or other obligations for amounts so borrowed; and to secure the payments of any amounts so borrowed by pledge, deed of trust or mortgage of any property forming a part of the Trust Estate, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. e. To vote or assign, the right to vote, in person or by general or limited proxy, any shares of stock or other securities held hereunder by the Trust at any and all meetings of stockholders for any and all purposes without any limitation whatsoever; and to refrain from voting with respect thereto, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. f. To exercise all options, rights and privileges; to convert stocks, bonds, notes, mortgages, or other property into stocks, bonds, notes, mortgages, or other property; to grant or receive put and call options, engage in hedging transactions, and acquire derivatives with respect to all or any part of the Trust Estate; to subscribe for additional or other stocks, bonds, notes, mortgages, or other property, and to make such connection conversions and subscriptions and to delegate discretionary powers;make payments therefor; and to hold such stocks, bonds, notes, mortgages, or other property so acquired as investments, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. (e) g. To consent, directly or through a committee or other agent, to the reorganization, consolidation, merger, dissolution or liquidation, foreclosure or lease or sale of assets, incorporation or reincorporation, or readjustment of the capital or financial structure of any corporation or other entity in which the Trust may have any interest; to serve as a member of my stockholders' or bondholders' protective committee; to deposit any such stock or other securities in accordance with any such transaction; to pay any assessments, expenses and sums of money which may be required for the protection or furtherance of the interests of the Trust with reference thereto; and to receive and retain reasonable amounts as investments of cash uninvestedthe Trust any new securities issued as a result of the execution of any such transaction, whether or not they otherwise would be permitted by law for the investment of Trust funds or would be considered appropriate for retention by a trustee; and to make any payment and to take any steps which may be necessary or proper to enable the Trust to obtain the benefit of any such transaction; PROVIDED THAT any matter that requires the vote of the holders of shares of stock that are held as part of the Trust Estate shall require the written consent of each Trustee and the Beneficiary. h. To employ any person or persons to handle the management or maintenance of any property forming a part of the Trust Estate, including receipt and payment of money, without being liable for loss incurred thereby; and to employ such investment or legal counsel, financial advisors, accountants, bookkeepers, agents, custodians, experts, clerks or other persons as the Trustee deems advisable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution Trust Estate, and to compensate them in cash or in kind or partly in cash such amounts as the Trustee deems reasonable, and partly in kind; and (h) To employ and reasonably compensate from to charge the expenses thereof to income or principal in Trustees’ reasonable discretion or both as the Trustee determines, and to rely on information or advice furnished by such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive them any discretions which the Trustee deems proper. i. To register any property in the name of its nominee or nominees, without qualification or description, or to hold the same unregistered or in such other form that title shall pass by delivery, or, in the case of a fiduciary, in its own name without qualification or description. j. To maintain and keep the Trust Estate, or any portion thereof, at any place in the United States or elsewhere, or with a securities firm) discretion depository or custodian at any such place, as the Trustee determines. k. To carry insurance against such hazards and in such amounts, with either stock companies or mutual companies, as it deems advisable. l. To exercise all powers and authority conferred upon the Trustee under law or by this Declaration with respect to all accumulations of income held hereunder. m. To exercise all powers and authority, including any discretion conferred upon the Trustee in this Declaration, after the termination of the Trust until the Trust Estate is fully distributed. n. To execute and deliver agreements, assignments, bills of sale, contracts, deeds, notes, powers of attorney, stock powers, proxies, receipts, and other instruments in writing which in the Trustee's judgment are necessary or desirable for the proper management, investment and reinvestment discharge of the Trust and the Trust Estate or for the exercise of any power or all authority conferred upon the Trustee in this Declaration, PROVIDED THAT the written consent of each Trustee and the assets held hereunder. Any such compensation Beneficiary shall be reasonable based on the amount that a like organization would ordinarily pay required as to any matter for like services in like circumstanceswhich such consent is required under any other subparagraph of this paragraph 2.

General Powers. Subject to the provisions of Section 9paragraphs 2.6 and 2.7 and Article III, Trustees with respect to the Trust, the Trustee shall have the following powers, rights and duties in addition to any authority otherwise given, to be exercised those provided elsewhere in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthis Trust Agreement or by law: (a) To receive and to hold all contributions paid to it under the Plan; provided, however, that the Trustee shall have no right, duty or obligation to require or demand that any contributions be made to it by the Employers or to determine that the contributions received by it comply with the provisions of the Plan or with any resolution of the Board providing therefor. (b) As directed by the Plan Administrator, to retain any property transferred to in cash (pending investment, reinvestment or the distribution of dividends) such reasonable amount as may be required for the proper administration of the Trust and to invest and reinvestsuch cash as provided in paragraph 3.1; provided, with reasonable prudence, bearing in mind the intent of the Settlorhowever, that pending receipt of directions from the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over Plan Administrator, the course Trustee may retain reasonable amounts of the Trust’s term; cash, in order to accomplish such intent, Trustees may invest and reinvestits discretion, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To sell, exchange or lease liability for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership;interest. (c) To subscribe As directed by the Plan Administrator, to make distributions from the Trust to such persons, in such manner, at such times and in such forms (Company Stock, cash or property, or a combination of each) as directed by the Plan Administrator without inquiring as to whether a payee is entitled to the payment, or as to whether a payment is proper, and without liability for stocksa payment made in good faith without actual notice or knowledge of the changed condition or status of the payee. If any payment of benefits made from the Trust by the Trustee is not claimed, the Trustee shall notify the Plan Administrator of that fact promptly. The Plan Administrator shall make a diligent effort to ascertain the whereabouts of the payee or distributee of benefits returned unclaimed. The Trustee shall dispose of such payments as the Plan Administrator shall direct. The Trustee shall have no obligation to search for or ascertain the whereabouts of any payee or distributee of benefits from the Trust. (d) As directed by the Plan Administrator, to vote any stocks (including Company Stock, which shall be voted as provided in Article XII of the Plan, as that Article may be amended from time to time), bonds or other securities held in the Trust, or otherwise consent to or request any action on the part of the issuer in person, by proxy or power of attorney. (e) To contract or otherwise enter into transactions between itself, as Trustee, and the Company, any Company shareholder or any third-party, for the purpose of acquiring or selling Company Stock and, subject to the provisions of paragraph 2.6, to retain such Company Stock. (f) To compromise, contest, arbitrate, settle or abandon claims and demands by or against the Trust. (g) To begin, maintain or defend any litigation necessary in connection with the investment, reinvestment and administration of the Trust; and, to the extent not paid from the Trust, pursuant to paragraph 4.11, the Company shall indemnify the Trustee against all expenses and liabilities reasonably sustained or anticipated by it by reason thereof (including reasonable attorneys' fees). (h) To retain any funds or property to any dispute without liability for the payment of interest, or to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction. (i) To report to the Company as of the last day of each Plan Year of the Plan (which shall be the same as the Trust's fiscal year), as of any Accounting Date (or as soon thereafter as practicable) or at such other times as may be required under the Plan, the then "Net Worth" of the Trust, which is defined as the fair market value of all property held in the Trust, reduced by any liabilities, other than liabilities to participants in the Plan (the "Participants") and their beneficiaries, as determined by the Trustee. (j) To furnish to the Company and the Plan Administrator an annual written account and accounts for such other periods as may be required under the Plan, showing the Net Worth of the Trust at the end of the period, all investments; to join in any plan of lease, mortgagereceipts, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock disbursements and other propertytransactions made by the Trustee during the period, and such other information as the Trustee may possess which the Company requires in order to comply with Section 103 of ERISA. The Trustee shall keep accurate accounts of all investments, earnings thereon, and all accounts, books and records related to such investments shall be open to inspection by any person designated by the Company or the Plan Administrator. All accounts of the Trustee shall be kept on an accrual basis. If, during the term of this Trust Agreement, the Department of Labor issues regulations under ERISA regarding the valuation of securities or other assets for purposes of the reports required by ERISA, the Trustee shall use such valuation methods for purposes of the accounts described by this subparagraph. If shares of Company Stock are not traded with sufficient volume or frequency, as determined by the Plan Administrator, to be considered as being readily tradable on a national securities market or exchange, all valuations of shares of Company Stock shall originally be made by an "Independent Appraiser" (as described in Code Section 401(a)(28)(C)) retained by the Trustee, and reviewed and finalized by the Trustee in accordance with Section 3(18)(B) of ERISA. The Company may approve such accounting by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within 45 days from the date upon which the accounting was delivered to the Company. Upon the receipt of a written approval of the accounting, or upon the passage of the period of time within which objection may be filed without written objections having been delivered to the Trustee, such accounting shall be deemed to be approved, and the Trustee shall be released and discharged as to all items, matters and things set forth in such account, as fully as if such accounting had been settled and allowed by decree of a court of competent jurisdiction in an action or proceeding in which the Trustee, the Company and all persons having or claiming to have any interest in the Trust or under the Plan were parties. (k) As directed by the Plan Administrator, to pay any estate, inheritance, income or other tax, charge or assessment attributable to any benefit which it shall or may be required to pay out of such benefit; and, to require before making any payment such release or other document from any taxing authority and generally such indemnity from the intended payee as the Trustee shall deem necessary for its protection. (l) To employ and to exercise all reasonably rely upon information and advice furnished by agents, attorneys, Independent Appraisers, accountants or other persons of its choice for such purposes as the rights Trustee considers desirable. (m) To assume, until advised to the contrary, that the Trust evidenced by this Agreement is qualified under Code Section 401(a) and is entitled to tax exemption under Section 501(a) thereof. (n) To have the authority to invest and reinvest the assets of security holders the Trust, upon direction from the Plan Administrator, in personal property of any corporation;kind, including, but not limited to, bonds, notes, debentures, mortgages, equipment trust certificates, investment trust certificates, guaranteed investment contracts, preferred or common stock, and registered investment companies; provided, however, that all investments in Company Stock shall be undertaken pursuant to the provisions of paragraph 3.1. The Trustee shall follow the directions of the Plan Administrator and shall have no duty or obligation to review the assets from time to time so acquired, nor to make any recommendations with respect to the investment, reinvestment or retention thereof. (do) To exercise any purchase rights, options, subscription rights, calls and other privileges with respect to Trust assets (including Company Stock), or to assign such rights, subject to the provisions of Article III. (p) To register ownership of any securities or other property held by it in street its own name or in the name of a nominee nominee, with or without the addition of words indicating that such securities are held in a fiduciary capacity, and may hold any securities in bearer form, but the books and records of the Trustee shall at all times reflect that all such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as investments are deemed reasonable for the efficient administration part of the Trust;. (fq) To make all reasonable compromises; (g) To make distribution incur a Loan and borrow such sum or sums from time to time as the Trustee considers necessary or desirable and in cash or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose best interest of the Trust, including to purchase Company Stock, and for that purpose to pledge the Company Stock so purchased (subject to the provisions of Code Section 4975(c) and the regulations issued thereunder). (r) To deposit securities with a clearing corporation as well defined in Article 8 of the Delaware Uniform Commercial Code. The certificates representing securities, including those in bearer form, may be held in bulk form with, and may be merged into, certificates of the same class of the same issuer which constitute assets of other accounts or owners, without certification as to contract with outside advisors the ownership attached. Utilization of a book-entry system may be made for the transfer or counsel as neededpledge of securities held by the Trustee or by a clearing corporation. The Trustee shall at all times, andhowever, whenever there shall be no corporate fiduciary maintain a separate and distinct record of the securities owned by the Trust. (s) To participate in officeand use the Federal Book-Entry Account System, a corporate custodianservice provided by the Federal Reserve Bank for its member banks for deposit of Treasury securities. (t) To receive and hold in the Trust earnings, and to delegate to investment counsel dividends (including an account executive at a securities firm) discretion with respect cash dividends on Company Stock), distributions and other payments or adjustments to the assets in the Trust or, in the case of cash dividends on Company Stock to use such dividends to make payments on a Loan incurred by the Trustee the proceeds of which were used to purchase the shares of Company Stock on which such dividends are paid, as provided in Section 4.11 of the Plan. (u) To accept an assignment of the assignor's option or right to purchase shares of Company Stock. (v) To perform any and all other acts which are necessary or appropriate for the proper management, investment and reinvestment of any or all distribution of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesTrust.

General Powers. Subject The Trustee shall have, and is hereby vested with all and every power, right and authority necessary or desirable to enable the provisions of Section 9Trustee to administer the Trust Fund and carry out its obligations and rights under this Trust Agreement but subject to section 3.1, Trustees shall have the following powers, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms as Trustees may deem bestincluding, without need for court approval restricting the generality of the foregoing, full power and effective until final distribution of all assetsauthority: (aA) To retain with any property transferred cash at any time held by it to the Trust purchase or otherwise acquire any securities or other investments of a kind permitted as aforesaid and to invest hold and reinvest, with reasonable prudence, bearing retain the same in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury noteshereunder; (bB) To sellto sell for cash or on credit, or partly for cash and partly on credit, convey, exchange for other securities or lease for other investments, convert, transfer, or otherwise dispose of any securities or other investments held by it at any time, by any means considered reasonable by the duration of Trustee, and to receive the Trust’s term any property, real or personal; to enter into agreements of limited partnershipconsideration price and grant discharges therefor; (cC) To subscribe for stocksto commence, bonds defend, adjust or settle suits or legal proceedings in connection with the Trust Fund and to represent the Trust Fund in any such suits or legal proceedings and to keep the Participants and the Company fully informed thereof; and the Company hereby agrees to fully indemnify the Trustee to its satisfaction against all expenses and liabilities sustained or anticipated by it by reason thereof to the extent the Trust Fund is not adequate therefor; (D) to exercise any conversion privileges, subscription rights, warrants and/or other investmentsrights or options available in connection with any investments at any time held by it, and to make any payments incidental thereto; to join consent to, or otherwise participate in or dissent from, the reorganization, consolidation, merger or readjustment of the finances of any plan of leasecorporation, company or association, or to the sale, mortgage, mergerpledge or lease of the property of any corporation, consolidationcompany or association, reorganizationany of the securities of which may at any time be held by it, foreclosure and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, making of agreements or voting trust subscriptions and deposit securities thereunderthe payment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to exercise options to purchase stock hold and retain any securities or other property; property which it may so acquire and generally to exercise all any of the rights powers of security holders of any corporationan owner with respect to securities or other property held in the Trust Fund; (dE) To to vote personally, or by general or by limited proxy, any securities or other property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any securities or other property held by it at any time; (F) to renew or extend or participate in the renewal or extension of any security, upon such terms as it may deem advisable, and to agree to a reduction in the rate of interest on any security or of any guarantee pertaining thereto, in any manner and to any extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any security, or in the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure, to take a conveyance in lieu of foreclosure with or without paying a consideration therefor and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee; (G) to register any securities or other property held by it hereunder in street its own name or in the name of a nominee with or without the addition of words indicating that the same are held in such manner that title shall pass by delivery a fiduciary capacity; and to votehold securities or other property in bearer form; provided, in person however, that the books and records of the Trustee shall at all times show that all such securities or by proxy, securities held hereunder and in such connection to delegate discretionary powersother property are part of the Trust Fund; (eH) To retain reasonable amounts to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other documents of cash uninvested, transfer and any and all other instruments in writing necessary or proper for the accomplishment of any of the powers herein granted; (I) to hold any part of the Trust Fund uninvested if such action appears to be necessary or desirable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution in cash . The exercise of any one or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose more of the Trust, as well as foregoing powers or any combination thereof from time to contract with outside advisors time shall not be deemed to exhaust the rights of the Trustee to exercise such power or counsel as needed, and, whenever there powers or combination of them thereafter from time to time. The Trust Fund shall be no corporate fiduciary responsible for and the Trustee may pay out of the Trust Fund (with or without any instructions from the Company), all taxes, including Refundable Tax and financial obligations for any liability imposed by a government or a governmental body which are levied or assessed and are legally enforceable against the Trustee in officerespect of the Trust Fund or any part thereof, a corporate custodianor directly against the Trust Fund or any part thereof, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all shall withhold from payments out of the assets held hereunder. Any such compensation shall Trust Fund all taxes required by law or by the administration thereof to be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesso withheld.

General Powers. Subject to and in accordance with Proper -------------- Instructions, the provisions Custodian, as the Fund's agent, and for the account and risk of Section 9the Fund, Trustees shall have is hereby authorized and empowered, with respect to Securities held outside the following powers, in addition to any authority otherwise givenUnited States with Foreign Sub-custodians, to be exercised in the discretion of Trustees authorize and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsempower Foreign Sub-custodians to: (ai) To retain any property transferred receive and deliver Assets; (ii) receive all payments of principal, interest, dividends and other income and distributions payable with respect to Assets; (iii) exchange Securities in temporary or bearer form for Securities in definitive or registered form; effect an exchange of shares where the Trust par value of stock is changed; and to invest and reinvestsurrender Securities at maturity or earlier when advised of a call for redemption (provided, with reasonable prudence, bearing in mind the intent of the Settlorhowever, that the funds are Custodian shall not be liable for failure to be maintained and reasonably available so exchange or surrender any security or take other action (A) if notice of such exchange or call for distribution redemption or other action was not actually received by the Custodian from the issuer (with respect to Eligible Grant Recipients over Securities issued in the course United States) or from one of the Trust’s term; in order nationally or internationally recognized bond or corporate action services to accomplish such intentwhich the Custodian subscribes or from the Fund or (B) if, Trustees may invest and reinvestat the time of deposit, without being limited any Security so deposited is subject to statutorily “authorized investments”call, in any form of property; such property includesexchange, redemption or similar action, unless specifically instructed to do so by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesthe Fund); (biv) To sellhold Assets (A) in its vaults, exchange (B) at a domestic or lease for foreign entity that provides handling, clearing or safekeeping services, (C) with an issuer in non- certificated form, (D) on Federal Book Entry at the duration Federal Reserve or the Custodian, or (E) with the prior approval of the Trust’s term Fund, at any property, real or personal; to enter into agreements of limited partnershipother location; (cv) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or and/or hold Assets in the name of any nominee of the Custodian or its Foreign Sub-custodians or any of their respective nominees or any authorized agent, subsidiary or other entity, including (without limiting the generality of the foregoing) the nominee of any central depository, clearing corporation or other entity with which securities may be deposited (and the Fund hereby indemnifies and holds harmless any such nominee against any liability as a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersholder of record); (evi) To retain reasonable amounts of cash uninvested, hold any Securities in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustbearer form; (fvii) To make all reasonable compromisesin connection with the receipt of Assets, accept documents in lieu of such Assets as long as such documents contain the agreement of the issuer thereof to hold such Assets subject to the Custodian's sole order; (gviii) To make, execute, acknowledge and deliver as agent, any and all documents or instruments (including but not limited to all declarations, affidavits and certificates of ownership) that may be necessary or appropriate to carry out the powers granted herein; (ix) employ and consult with, and obtain advice from, suitable agents, including auditors and legal counsel (who may be counsel to the Fund or the Custodian) or other advisers, and the Custodian shall incur no liability in acting in good faith in accordance with the reasonable advice and opinion of such agents or advisers; (x) make distribution in cash any payments incidental to or in kind or partly in cash and partly in kindconnection with this paragraph 5(a); and (hxi) To employ exercise all other rights and reasonably compensate from income or principal powers and take any action it deems necessary in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate carrying out the purpose purposes of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, Custody Agreement and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesthis Addendum.

General Powers. Subject to Except as otherwise directed by the provisions of Section 9Company, Trustees the -------------- Trustee shall have the following powerspowers with respect to the funds held pursuant to this Agreement, in addition to any authority otherwise given, those which it possesses as a matter of law and those granted to be exercised it elsewhere in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthis Agreement: (a) To retain any property transferred to sell properties held in the Trust fund at public or private sale for cash or on credit; to exchange such properties; and to invest and reinvest, with reasonable prudence, bearing in mind grant options for the intent purchase or exchange of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesproperties; (b) To sell, exchange or lease for to exercise all conversion and subscription rights pertaining to properties held in the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnershipTrust fund; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all voting rights with respect to properties held in the Trust and in connection with such rights of security holders of any corporationto grant proxies, discretionary or otherwise; (d) To register to cause securities in street name or and other properties to be registered and held in the name of a nominee for the Trustee or in such manner form that title shall will pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersdelivery; (e) To retain reasonable amounts to borrow money for the purposes of cash uninvestedthe Plan if, in its sole discretion, the commercial Trustee deems borrowing to be advisable; for sums so borrowed to issue its promissory note as Trustee and to secure repayment by pledging securities held in the Trust for which the funds were borrowed; and to pay or trust department charge interest at a reasonable rate upon sums so borrowed; but the Trustee shall never be required to exercise the power to borrow except as directed by the Company pursuant to Section 7.1 of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustthis Agreement; (f) To make all reasonable compromises;to consent to and participate in any plan of reorganization, consolidation, merger, extension or other similar plan affecting property held in the Trust fund; to consent to any contract, lease, mortgage, purchase, sale or other action by any corporation pursuant to any such plan; to accept and retain property issued under any such plan; and (g) To make distribution to pay any premium due on any policy of insurance held in cash or in kind or partly in cash and partly in kind; and (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion the Trust if such persons as are reasonably necessary to effectuate premium is not paid by the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesCompany.

General Powers. Subject to the provisions of Section 9, Trustees The Trustee shall have each and every power, right and authority necessary or desirable to enable it to administer the following powersTrust and carry out its obligations under this Agreement, in addition to any authority otherwise given, to be exercised in the discretion of Trustees and on such terms as Trustees may deem bestincluding, without need for court approval and effective until final distribution restricting the generality of all assetsthe foregoing: (a) To retain any property transferred to hold the Trust Shares and to invest retain such Trust Shares in trust under the terms and reinvest, with reasonable prudence, bearing in mind the intent conditions of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesthis Agreement; (b) To sell, exchange or lease for the duration to hold monies received by it from sales of the Trust’s term Trust Shares to Participants in accordance with any property, real or personal; to enter into agreements of limited partnershipPurchase Agreement and/or this Agreement; (c) To subscribe to hold all earnings, profits, increments, accruals and accretions resulting from the Trust and/or the Trust Shares and on such funds as may be received by the Trustee from such earnings, profits, increments, accruals and accretions; (d) to sell for cash the Trust Shares to Participants who have been extended the opportunity by the Corporation to purchase Trust Shares, on the terms and conditions which the Corporation may direct the Trust from time to time, in accordance with any Purchase Agreement and/or this Agreement, including the sale of the Trust Shares at a price below their then current fair market value (in which case the Trustee is empowered and authorized to effect such sale in accordance with such specified terms); (e) to the extent required or permitted by Applicable Laws, and as the Corporation may direct the Trust from time to time, to vote upon any stocks, bonds or other investmentssecurities; to join in any plan give general or special proxies or powers of lease, mortgage, merger, consolidation, reorganization, foreclosure attorney with or voting trust and deposit securities thereunderwithout power of substitution; to exercise options any conversion privileges, subscription rights, or other options, and to purchase stock and make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, reorganizations or other property; changes affecting securities, to delegate discretionary powers, to pay any assessments or charges in connection therewith, and generally to exercise any of the powers of an owner with respect to all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title shall pass by delivery and to votestocks, in person or by proxybonds, securities or other property held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration part of the Trust; (f) To make to commence, defend, adjust, or settle suits or legal proceedings in connection with the Trust (including any taken by the Trust against the Corporation); to represent the Trust in any such suits or legal proceedings and, except where the interest of the Corporation is adverse to the Trust, to keep the Corporation informed; provided, however, that the Trustee shall not be obliged to do so unless it receives adequate direction and security from the Corporation, the Trust, or the Participants, that it will be indemnified against all reasonable compromisesexpenses and liabilities sustained or anticipated by the Trustee with respect to such suits or legal proceedings; (g) To make distribution in cash consultation with the Corporation, where, in the Trustee's opinion, it is reasonable to do so, employ such counsel, actuaries, auditors, advisors, agents, or in kind or partly in cash and partly in kindother persons (including any such Persons who may be employed by the Corporation) ("ADVISORS") as the Trustee may deem necessary from time to time for the purpose of discharging its duties under this Agreement; and (h) To employ to do all such acts, take all such proceedings, and reasonably compensate from income or principal in Trustees’ reasonable discretion exercise all such persons rights and privileges, although not specifically mentioned herein, as are reasonably the Trustee may deem necessary to effectuate administer the purpose Trust and to carry out the purposes of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment . The exercise of any one or all more of the assets held hereunder. Any foregoing powers or any combination of such compensation powers from time to time shall not be reasonable based on deemed to exhaust the amount that a like organization would ordinarily pay for like services rights of the Trustee to exercise such power or powers or combination of them after the time in like circumstanceswhich such power or powers were so exercised.

General Powers. Subject (a) Except as otherwise provided in this Agreement or the Settlement Documents, and subject to the provisions retained jurisdiction of the Bankruptcy Court as provided for in the Joint Plan and the Cal TD Plan, but without prior or further authorization, the Trustee may control and exercise authority over the Trust Assets, over the acquisition, management and disposition thereof and over the management and conduct of the business of the Distribution Trust to the same extent as if the Trustee were the sole owner of the Trust Assets in its own right. No person dealing with the Distribution Trust shall be obligated to inquire into the Trustee's authority in connection with the acquisition, management or disposition of Trust Assets.‌ (b) Except as provided in Section 910.15 below or by prior expressed written consent of both Trustees, Trustees no action taken by the Trustee hereunder shall have be effective unless it has been consented to in writing by both Trustees. (c) In connection with the following powersmanagement and use of the Trust Assets, the Trustee, except as otherwise expressly limited in this Agreement or the Settlement Documents, shall have, in addition to any authority otherwise givenpowers conferred on it by any other provision of this Agreement the power to take any and all actions as are necessary or advisable to effectuate the purposes of the Trust, to be exercised in the discretion of Trustees and on such terms as Trustees may deem bestincluding, without need for court approval limitation, the power and effective until final distribution of all assetsauthority: (ai) To retain any property to accept the proceeds transferred to the Distribution Trust under this Agreement and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesSettlement Documents; (bii) To sell, exchange or lease for to distribute the duration Trust Assets in accordance with the terms of the Trust’s term any property, real or personal; to enter into agreements of limited partnershipthis Agreement; (ciii) To subscribe for stocksto prosecute all suits as may be necessary, bonds appropriate or incident to the purposes of the Distribution Trust;‌ (iv) to endorse the payment of notes or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders obligations of any corporationperson or to make contracts with respect thereto; (dv) To register securities to engage in street name or all acts that would constitute ordinary course of business in performing the name obligations of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powerstrustee under a trust of this type; (evi) To retain reasonable amounts to remove all or any of cash uninvestedthe Trust Assets or the situs of administration of the Distribution Trust from one jurisdiction to another jurisdiction at any time or from time to time; (vii) in connection with any Trust Assets under this Agreement that is distributable or payable to a minor, in to transfer and pay over all or any portion of the commercial property to the minor, or to a guardian of the minor's property, whenever appointed, without requiring ancillary guardianship, or to the minor's parent or the person with whom the minor resides, or to any custodian under any Uniform Gifts to Minors Act or Uniform Transfer to Minor Act with power to select any person or trust department of any bank or trust company, company (including any corporate fiduciary hereunder) to be such custodian and with power to extend such custodianship to age twenty-one (21) years, without any obligation to see to the use or application of the property or to make inquiry with respect to any other property available for the use of the minor, the receipt by such minor, guardian, parent, person or custodian to be a complete discharge as to such transfer or payment; (viii) to borrow sums of money, at any time and from time to time, for such periods of time and on terms and conditions for persons or corporations (including any fiduciary hereunder) for purposes as are may be deemed reasonable for advisable, and secure such loans by the efficient administration pledge or hypothecation of any property held under this Agreement; (ix) to change the state of domicile of the Distribution Trust; (fx) To make all reasonable compromisesto establish and maintain funds, reserves and accounts within the Distribution Trust as deemed by the Trustee, in its discretion, to be useful in carrying out the purposes of the Distribution Trust;‌ (xi) to ▇▇▇ and be sued and participate, as a party or otherwise, in any judicial, administrative, arbitration or other proceeding and to settle, compromise, or dismiss any such proceeding, except as otherwise provided in this Agreement; (gxii) To make distribution in cash accordance with this Agreement, to indemnify (and purchase insurance indemnifying) the Trustee and the employees, agents and representatives of the Distribution Trust or in kind or partly in cash and partly in kind; andthe Trustee, to the fullest extent permitted by applicable law; (hxiii) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunderdiscretionary power and authority herein conferred at any time with respect to all or any portion of the Distribution Trust to any one or more reputable individuals or recognized institutional advisors or investment managers without liability for any action taken or omission made because of such delegation, except for such liability as is provided herein; (xiv) to consult with the Parties hereto at such times and with respect to such issues relating to the conduct of the Distribution Trust as the Trustee considers desirable; (xv) to make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Distribution Trust and file tax returns for the Distribution Trust; and (xvi) to perform such other acts and undertake such other conduct as the Trustee believes is necessary to carry out the purposes and intent of this Distribution Trust. Any such compensation The Trustee shall be reasonable based not at any time, on behalf of the amount that a like organization would ordinarily pay for like services Distribution Trust or the Trust Beneficiaries, enter into or engage in like circumstancesany trade or business, and the Trustee shall not use or dispose of any part of the Trust Assets in furtherance of any trade or business.

General Powers. Subject to Paragraph 7, the provisions of Section 9Grantor hereby gives to the Trustee, Trustees shall have the following powersits substitutes or successors, in addition to, and not by way of limitation on, any and all powers and authority conferred upon it by law, the following powers and authority which may be exercised by it under this Declaration at any time and from time to time for any authority purpose without the necessity of giving notice to, or of obtaining authorization or confirmation with respect thereto from, any court or from the Grantor (except as otherwise givenset forth in the following subsections): a. To hold and retain all or any part of the Trust Estate in the form in which the same may be at the time of receipt thereof by it as long as it deems advisable, to be exercised in the discretion purchase or acquire for investment, by liquidation of Trustees and on any such terms as Trustees may deem bestasset or otherwise, any additional property of any kind or nature (including, without need for court approval and effective until final distribution of all assets: (alimitation, any real property or any interest in real property, any stocks, whether common, preferred or otherwise, participation in any discretionary common trust fund or other investment fund administered by any fiduciary hereunder, bonds, secured or unsecured, debentures, obligations, mortgages, or other securities) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind reinvest the intent same as part of the SettlorTrust Estate, that even though such holding, purchase, acquisition, investment or reinvestment, at any time or from time to time, may be non-income producing or underproductive, or otherwise would not be permitted by law for the investment of trust funds are to or would not be maintained and reasonably available considered appropriate for distribution to Eligible Grant Recipients over the course retention by a trustee; PROVIDED THAT any disposition of all or any part of the Trust’s term; in order to accomplish such intent, Trustees may invest Trust Estate and/or any investment or reinvestment of any proceeds of any disposition of any portion of the Trust Estate should require the written consent of each Trustee and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes;the Beneficiary. (b) b. To sell, exchange exchange, give options upon, partition or lease for the duration otherwise alter any property at any time forming part of the Trust’s term any propertyTrust Estate, real at public or personal; to enter into agreements of limited partnership; (c) To subscribe private sale, for stockssuch purposes, bonds or other investments; to join in any plan of leaseand upon such terms, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title and at such prices as it determines to be advisable, and to make, execute and deliver any and all stock powers, deeds, conveyances, bills of sale, leases, mortgages and other instruments necessary thereto, PROVIDED THAT any such action shall pass require the written consent of each Trustee and the Beneficiary. c. To renew or extend the time of payment of any obligation, including taxes, whether such obligation is secured or unsecured or payable to or by delivery it, for as long a period or periods of time and upon such terms as it determines; and to pay, adjust, settle, compromise, arbitrate or contest any claim or demand, including a claim or demand for taxes, in favor of or against it, upon such terms as it deems advisable. d. To borrow money from any person for such periods of time and upon such commercially reasonable terms and conditions for any purpose connected with the protection, preservation or administration of this Trust and the Trust Estate, whenever in its judgment the same is considered advisable; to execute promissory notes or other obligations for amounts so borrowed; and to secure the payments of any amounts so borrowed by pledge, deed of trust or mortgage of any property forming a part of the Trust Estate, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. e. To vote or assign the right to vote, in person or by general or limited proxy, any shares of stock or other securities held hereunder by the Trust at any and all meetings of stockholders for any and all purposes without any limitation whatsoever; and to refrain from voting with respect thereto, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. f. To exercise all options, rights and privileges; to convert stocks, bonds, notes, mortgages, or other property into stocks, bonds, notes, mortgages, or other property; to grant or receive put and call options, engage in hedging transactions, and acquire derivatives with respect to all or any part of the Trust Estate; to subscribe for additional or other stocks, bonds, notes, mortgages, or other property, and to make such connection conversions and subscriptions and to delegate discretionary powers;make payments therefor; and to hold such stocks, bonds, notes, mortgages, or other property so acquired as investments, PROVIDED THAT any such action shall require the written consent of each Trustee and the Beneficiary. (e) g. To consent, directly or through a committee or other agent, to the reorganization, consolidation, merger, dissolution or liquidation, foreclosure or lease or sale of assets, incorporation or reincorporation, or readjustment of the capital or financial structure of any corporation or other entity in which the Trust may have any interest; to serve as a member of any stockholders' or bondholders' protective committee; to deposit any such stock or other securities in accordance with any such transaction; to pay any assessments, expenses and sums of money which may be required for the protection or furtherance of the interests of the Trust with reference thereto; and to receive and retain reasonable amounts as investments of cash uninvestedthe Trust any new securities issued as a result of the execution of any such transaction, whether or not they otherwise would be permitted by law for the investment of Trust funds or would be considered appropriate for retention by a trustee; and to make any payment and to take any steps which may be necessary or proper to enable the Trust to obtain the benefit of any such transaction; PROVIDED THAT any matter that requires the vote of the holders of shares of stock that are held as part of the Trust Estate shall require the written consent of each Trustee and the Beneficiary. h. To employ any person or persons to handle the management or maintenance of any property forming a part of the Trust Estate, including receipt and payment of money, without being liable for loss incurred thereby; and to employ such investment or legal counsel, financial advisors, accountants, bookkeepers, agents, custodians, experts, clerks or other persons as the Trustee deems advisable in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trust; (f) To make all reasonable compromises; (g) To make distribution Trust Estate, and to compensate them in cash or in kind or partly in cash such amounts as the Trustee deems reasonable, and partly in kind; and (h) To employ and reasonably compensate from to charge the expenses thereof to income or principal in Trustees’ reasonable discretion or both as the Trustee determines, and to rely on information or advice furnished by such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, and to delegate to investment counsel (including an account executive them any discretions which the Trustee deems proper. i. To register any property in the name of its nominee or nominees, without qualification or description, or to hold the same unregistered or in such other form that title shall pass by delivery, or, in the case of a fiduciary, in its own name without qualification or description. j. To maintain and keep the Trust Estate, or any portion thereof, at any place in the United States or elsewhere, or with a securities firm) discretion depository or custodian at any such place, as the Trustee determines. k. To carry insurance against such hazards and in such amounts, with respect to the investment and reinvestment of any either stock companies or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesmutual companies, as it deems advisable.

General Powers. Subject to the provisions of Section 9express --------------- limitations and directions contained elsewhere in this Trust Agreement, Trustees the Trustee shall have the following powers, rights and duties in addition to any authority otherwise given, to be exercised those provided elsewhere in the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsthis Trust Agreement or by law: (a) To retain any property transferred to receive and hold all Contributions made to it by the Trust and to invest and reinvestCompany; provided, with reasonable prudence, bearing in mind the intent of the Settlorhowever, that the funds are Trustee shall have no right or duty to require any such Contributions to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesmade; (b) To sell, exchange to vote Company Shares personally or lease for by proxy in accordance with the duration directions of the Trust’s term any property, real or personal; to enter into agreements of limited partnershipCommittee; (c) To subscribe to purchase, hold, manage, sell, exchange, invest, reinvest and otherwise deal with the Trust Assets and any property forming part of the Trust Assets, together with the income therefrom, in such manner, for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust such consideration and deposit securities thereunder; to exercise options to purchase stock on such terms and other property; and generally to exercise all conditions as directed by the rights of security holders of any corporationCommittee; (d) To register securities to retain in street name cash (pending investment, reinvestment or in distribution) any reasonable portion of the name of a nominee or in such manner that title shall pass by delivery Trust Assets and to vote, deposit cash in person any depository (including without limitation the depository department of the Trustee if the Trustee is a bank or by proxy, securities held hereunder and in such connection to delegate discretionary powerstrust company); (e) To retain reasonable amounts to compromise, contest, arbitrate, settle or abandon claims and demands relating to the Trust Assets; (f) to begin, maintain or defend any litigation necessary in connection with the administration of cash uninvestedthe Trust, and the Company shall indemnify the Trustee against all expenses and liabilities sustained or anticipated by it by reason thereof; (g) to hold securities or other property in the name of the Trustee or any nominee or nominees of the Trustee, or in such other form as the Trustee shall determine, with or without disclosing the Trust relationship, provided that the records of the Trustee shall indicate the actual ownership of such securities 9 or other property; (h) to deposit securities with a corporate depository, in which event the commercial or trust department of any bank or trust companycertificates representing securities, including any corporate fiduciary hereunderthose in bearer form, for such periods may be held in bulk form with, and may be merged into, certificates of time the same class of the same issuer which constitute assets of other accounts or owners, without certification as are deemed reasonable for to the efficient administration ownership attached; provided that the Trustee shall at all times maintain a separate and distinct record of the securities owned by the Trust; (fi) To make all reasonable compromisesto participate in and use a book-entry system for the deposit and transfer of securities; (gj) To to retain any funds or property subject to any dispute without liability for the payment of interest, or to decline to make distribution payment or delivery thereof until final adjudication is made by a court of competent jurisdiction; (k) to employ agents, counsel, financial advisors, accountants or other persons for such purposes as the Trustee considers desirable; (l) to furnish the Company with such information in cash the Trustee's possession as the Company may need for tax or in kind or partly in cash and partly in kindother purposes; and (hm) To employ to perform any and reasonably compensate from income all other acts which are, in the Trustee's judgment, necessary or principal appropriate for the proper maintenance and administration of the Trust Assets as though the absolute owner thereof, and to exercise all the further rights, powers, options and privileges granted, provided or vested in Trustees’ reasonable discretion such persons trustees generally under applicable federal or state law, it being intended that, except as are reasonably necessary herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto; provided, however, that if an insurance policy is held as a Trust Asset, the Trustee shall have no power to effectuate the purpose name as beneficiary of that policy any person other than the Trust, nor to assign the policy (as well as distinct from converting it to contract with outside advisors or counsel as neededa different form) to a person other than a successor Trustee, andnor to loan to any person other than the Trust the proceeds of any borrowing against such policy; provided, whenever there shall be no corporate fiduciary in officefurther, a corporate custodian, and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect that notwithstanding any powers granted to the investment Trustee under this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and reinvestment dividing the gains therefrom, within the meaning of any or all Section 301.7701-2 of the assets held hereunder. Any such compensation shall be reasonable based on Procedure and Administrative Regulations promulgated pursuant to the amount that a like organization would ordinarily pay for like services in like circumstancesCode.

General Powers. Subject (a) Except as otherwise provided in this Trust Agreement and subject to section 1.5 hereof and the jurisdiction of the Bankruptcy Court described in Article VII below, but without prior or further Bankruptcy Court authorization, the Trustee may, but is not required to, preserve and defend the Trust Assets to the provisions same extent as if the Trustee were the sole owner of Section 9the Trust Assets in its own right. No person dealing with the Trust shall be obligated to inquire into the Trustee's authority in connection with the preservation of the Trust Assets. (b) In connection with the preservation of the Trust Assets, Trustees and only upon the joint written instructions of the Majority Noteholders (which shall have not be implied from the following powersexistence of this Trust Agreement itself or the execution of this Trust Agreement by the Majority Noteholders), subject to section 1.5 hereof the Trustee shall have, in addition to any authority otherwise givenpowers conferred on it by any other provision of this Trust Agreement, the power to be exercised in take any and all actions as are necessary or advisable to effectuate the discretion purposes of Trustees and on such terms as Trustees may deem bestthe Trust, including, without need for court approval limitation, the power and effective until final distribution of all assetsauthority: (ai) To retain any property to accept the assets transferred and provided to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesunder this Trust Agreement; (bii) To sell, exchange or lease for to accept and distribute the duration Trust Recoveries in accordance with the terms of the Trust’s term any property, real or personal; to enter into agreements of limited partnershipthis Trust Agreement; (ciii) To subscribe for stocks, bonds or other investments; to join engage in any plan all acts that would constitute ordinary course of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting business in performing the obligations of a trustee under a trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationthis type; (div) To register securities in street name or in to change the name state of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration domicile of the Trust; (fv) To make all reasonable compromisesto establish and maintain funds, reserves and accounts within the Trust as deemed by the Trustee, in its discretion, to be useful in carrying out the purposes of the Trust; (gvi) To make distribution to commence or participate, as a party or otherwise, in cash any judicial, administrative, arbitration or other proceeding and to settle, compromise, or dismiss any such proceeding; (vii) in kind accordance with this Trust Agreement, to indemnify the Trustee, and the employees, agents and representatives of the Trust or partly in cash the Trustee, to the fullest extent that a corporation organized under the laws of the Trust's domicile is from time to time entitled to indemnify its directors, officers, employees, agents and partly in kindrepresentatives; and (hviii) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary enter into an agreement to effectuate secure the purpose obligations of Cadiz under the Global Settlement. (c) The Trustee shall not at any time, on behalf of the TrustTrust or the Opt-In Noteholders, as well as to contract with outside advisors enter into or counsel as needed, and, whenever there shall be no corporate fiduciary engage in office, a corporate custodianany trade or business, and the Trustee shall not use or dispose of any part of the Trust Assets in furtherance of any trade or business. (d) The Trustee shall vote to delegate to investment counsel accept or reject (including an account executive at a securities firmor refrain from voting) discretion on any chapter 11 plan filed in the Bankruptcy Case only as directed jointly in writing by the Majority Noteholders. In the event that the Majority Noteholders do not agree with one another with respect to such voting direction, then the investment Trustee shall complete and reinvestment submit one ballot for the Allowed Cadiz Claim and vote such claim in proportion to the directions of each individual Opt-In Noteholder that timely provides a written direction in accordance with instructions to the Opt-In Noteholders from the Majority Notholders, based upon each such Opt-In Noteholder's share of the outstanding Notes, as reflected in the Majority Noteholders' joint list, and regardless of whether such ballot will be valid under the Debtors' proposed voting and solicitation procedures. The Trustee shall have no obligation to prosecute or defend any action to determine the validity of any or all ballot submitted by the Trustee. (e) The Trustee shall provide copies of the assets held hereunder. Any such compensation executed Opt-In Forms returned to or received by the Trustee to the Debtors and the Majority Noteholders. (f) Notwithstanding any other provision of this Trust Agreement, the Trustee shall be reasonable based have the right at any time to request a hearing before the Bankruptcy Court on the amount that a like organization would ordinarily pay for like services any and all matters raised in like circumstancesconnection with or related to this Trust Agreement.

General Powers. Subject to and in accordance with Proper Instructions from the provisions Trust, or its delegated Foreign Custody Manager, Custodian, as the Trust's agent, and for the account and risk of Section 9the Trust, Trustees shall have is hereby authorized and empowered, with respect to Securities held outside the following powers, in addition to any authority otherwise givenUnited States with Foreign Sub-custodians, to be exercised in the discretion of Trustees authorize and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsempower Foreign Sub-custodians to: (ai) To retain any property transferred to the Trust receive and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notesdeliver Assets; (bii) To sellreceive all payments of principal, exchange or lease for the duration of the Trust’s term any propertyinterest, real or personal; dividends and other income and distributions payable with respect to enter into agreements of limited partnershipAssets; (ciii) To subscribe exchange Securities in temporary or bearer form for stocksSecurities in definitive or registered form; effect an exchange of shares where the par value of stock is changed; and surrender Securities at maturity or earlier when advised of a call for redemption (provided, bonds however, that Custodian shall not be liable for failure to so exchange or surrender any security or take other action (A) if notice of such exchange or call for redemption or other investments; action was not actually received by Custodian from the issuer (with respect to join Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which Custodian subscribes or from the Trust or (B) if, at the time of deposit, any plan of leaseSecurity so deposited is subject to call, mortgageexchange, mergerredemption or similar action, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; unless specifically instructed to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationdo so by Trust); (div) To hold Assets (A) in its vaults, (B) at a domestic or foreign entity that provides handling, clearing or safekeeping service, (C) with issuer in non-certificated form, (D) on Federal Book Entry at the Federal Reserve Bank or (E) with the prior approval of the Trust at any other location; (v) register securities in street name or and/or hold Assets in the name of any nominee of Custodian or its Foreign Sub-custodians or any of their respective nominees or any authorized agent, subsidiary or other entity, including (without limiting the generality of the foregoing) the nominee of any central depository, clearing corporation or other entity with which securities may be deposited (and Trust hereby indemnifies and holds harmless Custodian and any such nominee against any liability as a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powersholder of record); (evi) To retain reasonable amounts of cash uninvested, hold any investment in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustbearer form; (fvii) To make all reasonable compromisesin connection with the receipt of Assets, accept documents in lieu of such Assets as long as such documents contain the agreement of the issuer thereof to hold such Assets subject to Custodian's sole order; (gviii) To make, execute, acknowledge and deliver as agent, any and all documents or instruments (including but not limited to all declarations, affidavits and certificates of ownership) that may be necessary or appropriate to carry out the powers granted herein; (ix) employ and consult with, and obtain advice from, suitable agents, including auditors and legal counsel (who may be counsel to Trust or the Custodian or other advisers) and Custodian shall incur no liability in acting in good faith in accordance with the reasonable advice and opinion of such agents or advisers; (x) make distribution in cash any payments incidental to or in kind or partly in cash and partly in kindconnection with this paragraph 4(a); and (hxi) To employ exercise all other rights and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary to effectuate the purpose of the Trust, as well as to contract with outside advisors or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, powers and to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to take any action it deems necessary in carrying out the investment and reinvestment purposes of any or all of the assets held hereunder. Any such compensation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstancesthis Addendum.

General Powers. Subject As to all assets other than Qualifying Employer Securities, the provisions of Section 9, Trustees Master Trustee shall have and exercise the following powers, in addition to any powers and authority otherwise given, to be exercised in the administration of the Fund only on the direction of an Asset Manager and the Named Fiduciary where such powers and authority relate to a Directed Fund and in its sole discretion of Trustees where such powers and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assetsauthority relate to investments made by the Master Trustee in accordance with Section 5.3: (a) To retain to purchase, receive or subscribe for any securities or other property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing retain in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish trust such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of securities or other property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To to sell, exchange exchange, convey, transfer, lend, or lease for otherwise dispose of any property held in the duration Fund and to make any sale by private contract or public auction; and no person dealing with the Master Trustee shall be bound to see to the application of the Trust’s term purchase money or to inquire into the validity, expediency or propriety of any property, real such sale or personal; to enter into agreements of limited partnershipother disposition; (c) To subscribe for to vote in person or by proxy any stocks, bonds or other investments; to join securities held in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporationFund; (d) To register to exercise any rights appurtenant to any such stocks, bonds or other securities in street name for the conversion thereof into other stocks, bonds or in the name of a nominee securities, or in such manner that title shall pass by delivery to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to votemake any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in person or by proxy, securities held hereunder and in such connection other forms of options with respect to delegate discretionary powersany options which the Fund has outstanding at any time; (e) To retain reasonable amounts to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of cash uninvestedcorporations or properties of which the Fund may bold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the commercial or trust department of same, without any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration of the Trustduty to sell; (f) To make to manage, administer, operate or lease for any number of years, regardless of any restrictions on leases made by fiduciaries, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, all reasonable compromisesupon such terms and conditions as may be deemed advisable, to renew or extend or participate in the renewal or extension of any mortgage upon such terms as may be deemed advisable, and to agree to a reduction in the rate of interest on any mortgage or any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto in any manner and to any extent that may be deemed advisable for the protection of the Fund or the preservation of the value of the investment; to waive any default, whether in the performance of any guarantee, or to enforce any default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure, to bid on the property in foreclosure, to take a deed in lieu of foreclosure, with or without paying a consideration therefor, and in connection therewith to release the obligation on the bonds or notes secured by such mortgage and to exercise and enforce in any action, suit or proceeding at law or in equity any right or remedy in respect to any such mortgage or guarantee; (g) To make distribution in cash to explore for and to develop mineral interests and other natural resources and to acquire land, either by lease or in kind purchase, for such purpose, and to enter into any type of contract or partly in cash agreement incident thereto, and partly in kind; andto sell any product produced by reason of or resulting from such development or exploration to any person or persons on such terms and conditions as the Master Trustee or Asset Manager deems advisable, and to enter into agreements and contracts for transportation of the same; (h) To employ to insure, according to customary standards, any property held in the Fund for any amount and reasonably compensate to pay any premiums required for such coverage; (i) to purchase or otherwise acquire and make payment therefor from income the Fund any bond or principal other form of guarantee or surety required by any authority having jurisdiction over this Trust and its operation, or believed the Master Trustee or Asset Manager to be in Trustees’ reasonable discretion the best interests of the Fund, except the Master Trustee or Asset Manager may not obtain any insurance whose premium obligation extended to the Fund which would protect the Master Trustee or Asset Manager against its liability for breach of fiduciary duty; (j) to enter into any type of with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Master Trustee shall be considered to be a party to this Agreement and shall only be bound by and held accountable to the extent of its contract with the Master Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Master Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Master Trustee, as shall be directed by the Master Trustee. Where applicable, the Master Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Fund for safekeeping or custodian purposes only; (k) to lend the assets of the Fund upon such persons terms and conditions as are reasonably necessary to effectuate deemed appropriate in the purpose sole discretion of the TrustMaster Trustee and, specifically, to loan any securities to brokers, dealers or banks upon such terms, and secured in such manner, as well as may be determined by the Master Trustee, to contract with outside advisors permit the loaned securities to be transferred into the name of the borrower or counsel as needed, and, whenever there shall be no corporate fiduciary in office, a corporate custodian, others and to delegate permit the borrower to investment counsel (including an account executive at a exercise such rights of ownership over the loaned securities firm) discretion as may be required under the terms of any such loan; provided, that, with respect to the investment lending of securities pursuant to this paragraph, the Master Trustee's powers shall subsume the role of custodian (the expressed intent hereunder being that the Corporation, in such case, be deemed a financial institution, within the meaning of section 101(22) of the Bankruptcy Code); and reinvestment provided, further, that any loans made from the Fund shall be made in conformity with such laws or regulations governing such lending activities which may have been promulgated by any appropriate regulatory body at the time of such loan; (l) to purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property; to grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options in any combination; (m) to lend the assets of the assets held hereunderFund to participants of the Plan. Any such compensation The Corporation shall be reasonable based on the amount that a like organization would ordinarily pay for like services in like circumstances.have full and exclusive

General Powers. Subject (a) Except as otherwise provided in the Plan or in this Trust Agreement, and subject to the retained jurisdiction of the Bankruptcy Court as provided for in the Plan, but without prior or further authorization, the Trustee may control and exercise authority over the Trust Assets, over the acquisition, management and disposition thereof and over the management and conduct of the affairs of the Trust to the same extent as if the Trustee were the sole owner of the Trust Assets in its own right, provided, however, that such control and authority over the Trust Assets shall be subject to the provisions of Section 97.3(b) and, Trustees in addition, in the discretion of the Trust Advisory Board, either (a) the Trustee's delivery of a fiduciary bond or surety issued by such insurance company or other firm, and in such amount, as shall have be reasonably acceptable to the following powersTrust Advisory Board or (b) the designation by the Trust Advisory Board of a Person to serve as a co-signatory with the Trustee on such bank and/or other investment accounts maintained from time to time by the Trustee, as shall be determined by the Trust Advisory Board. No Person dealing with the Trust shall be obligated to inquire into the Trustee's authority in connection with the acquisition, management or disposition of Trust Assets. (b) In connection with the management and use of the Trust Assets, subject to the delivery of a fiduciary bond or surety or signature of a co-signatory on Trust accounts, if and to the extent required by the Trust Advisory Board pursuant to Section 7.3(a) above, and except as otherwise expressly limited in this Trust Agreement, the Plan, or the Confirmation Order, the Trustee shall have, in addition to any authority otherwise givenpowers conferred on the Trustee by any other provision of this Trust Agreement, and subject to the approval of the Trust Advisory Board, by its majority vote, the power to take any and all actions as are necessary or advisable to effectuate the purposes of the Trust, including, without limitation, the power and authority: (i) to accept the Trust Assets transferred and provided to the Trust under this Trust Agreement and the Plan; (ii) to distribute the proceeds from the liquidation of the Trust Claims to Beneficiaries in accordance with the terms of the Plan and this Trust Agreement; (iii) to sell, convey, transfer, assign, liquidate, collect or abandon Trust Claims, or any part thereof or any interest therein, on such terms and for such consideration as the Trustee deems desirable or appropriate, subject to authorization with respect thereto by the Trust Advisory Board, by its majority vote; (iv) to prosecute all Trust Claims and such other suits as may be necessary, appropriate or incident to the purposes of the Trust, including, without limitation, the prosecution of claims relating to the Investigations and fraudulent transfer and other claims available under the Bankruptcy Code, or otherwise, that are Trust Claims, but excluding any such claims that are Retained Actions; (v) to endorse the payment of notes or other obligations of any person or to make contracts with respect thereto; (vi) to engage in all acts that would constitute ordinary course of business in performing the obligations of a trustee under a trust of this type; (vii) if authorized in writing by the Trust Advisory Board, to remove all or any of the Trust Assets or the situs of administration of the Trust from one jurisdiction to another jurisdiction at any time or from time to time; (viii) in connection with any property held under this Trust Agreement that is distributable or payable to a minor, to transfer and pay over all or any portion of the property to the minor, or to a guardian of the minor's property, whenever appointed, without requiring ancillary guardianship, or to the minor's parent or the person with whom the minor resides, or to any custodian under any Uniform Gifts to Minors Act or Uniform Transfer to Minor Act with power to select any person or trust company (including any fiduciary hereunder) to be such custodian and with power to extend such custodianship to age twenty-one (21) years, without any obligation to see to the use or application of the property or to make inquiry with respect to any other property available for the use of the minor, the receipt by such minor, guardian, parent, person or custodian to be a complete discharge as to such transfer or payment; (ix) if authorized in writing by all members of the Trust Advisory Board, to borrow sums of money, at any time and from time to time, for periods of time and on terms and conditions from persons or corporations (including any fiduciary hereunder) for purposes as may be deemed advisable, and secure such loans by the pledge or hypothecation of any property held under this Trust Agreement; (x) to establish the funds, reserves and accounts (other than investment accounts) within the Trust as deemed by the Trustee, in its discretion, to be exercised useful in carrying out the discretion of Trustees and on such terms as Trustees may deem best, without need for court approval and effective until final distribution of all assets: (a) To retain any property transferred to the Trust and to invest and reinvest, with reasonable prudence, bearing in mind the intent of the Settlor, that the funds are to be maintained and reasonably available for distribution to Eligible Grant Recipients over the course of the Trust’s term; in order to accomplish such intent, Trustees may invest and reinvest, without being limited to statutorily “authorized investments”, in any form of property; such property includes, by way of illustration and not of limitation: common stocks; common trust funds maintained by or securities issued by any corporate fiduciary hereunder or securities issued by any corporation controlling or otherwise affiliated with such corporate fiduciary; investment trusts; mutual funds; money market accounts; bank deposit certificates; United States Treasury bills; and short term Treasury notes; (b) To sell, exchange or lease for the duration of the Trust’s term any property, real or personal; to enter into agreements of limited partnership; (c) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation; (d) To register securities in street name or in the name of a nominee or in such manner that title shall pass by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers; (e) To retain reasonable amounts of cash uninvested, in the commercial or trust department of any bank or trust company, including any corporate fiduciary hereunder, for such periods of time as are deemed reasonable for the efficient administration purposes of the Trust; (fxi) To make all reasonable compromisesto sue and be sued and participate, as a party or otherwise, in any judic▇▇▇, administrative, arbitration or other proceeding; (gxii) To make distribution if authorized in cash writing by the Trust Advisory Board, in accordance with this Trust Agreement, to purchase insurance indemnifying the Trustee and the members of the Trust Advisory Board and to indemnify (and purchase insurance indemnifying) the employees, agents and representatives of the Trust or in kind or partly in cash and partly in kind; and the Trustee (h) To employ and reasonably compensate from income or principal in Trustees’ reasonable discretion such persons as are reasonably necessary including, without limitation, the Trustee's Professionals), to effectuate the purpose fullest extent that a corporation organized under the laws of the Trust's domicile is from time to time entitled to indemnify its directors, as well as to contract with outside advisors or counsel as neededofficers, andemployees, whenever there shall be no corporate fiduciary in office, a corporate custodian, agents and representatives; (xiii) to delegate to investment counsel (including an account executive at a securities firm) discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. Any discretionary power and authority herein conferred at any time with respect to all or any portion of the Trust to any one or more reputable individuals or, in connection with investments authorized by the Trust Advisory Board pursuant to Section 8.7, to recognized institutional advisors or investment managers, in each case without liability for any action taken or omission made because of such compensation shall be reasonable based on the amount that a like organization would ordinarily pay delegation, except for like services such liability as is expressly provided for in like circumstances.this Trust Agreement;