Common use of Powers of the Trustee Clause in Contracts

Powers of the Trustee. The Trustee will have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth below: (a) purchase or subscribe for securities or other property and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;

Powers of the Trustee. The Trustee will Trustee, in addition to all powers and authorities under common law, statutory authority, and other provisions of this Trust Agreement, shall have the powerfollowing additional powers and authorities, but, to be exercised in the absence Trustee’s discretion, provided that such exercise shall be limited by the terms of proper direction from the Plan Administrator, not the duty, to take any action set forth belowArticle V and Section 6.1 above: (a) purchase To retain any property at any time received by the Trustee; (b) To purchase, or subscribe for for, any securities or other property and to retain them the same in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to ; (c) To sell, exchange, convey, transfer, grant options for the purchase or exchange thereof, and to convey, partitionpurchase, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge held by the trust Trustee, by private contract or at public auction, and any such disposition may be made for the cost of all securities purchased cash or received against a payment upon credit, or partly for cash and to credit the trust partly upon credit. No person dealing with the proceeds received from Trustee shall be bound to see to the securities sold application of the purchase money or delivered against payment. For to inquire into the validity, expediency, or propriety of any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advancedsuch sale or other disposition; (bd) Upon direction from the OPEB Board, to vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to and to, or otherwise participate in, any plan of reorganization, consolidation, merger, combination, corporate reorganizations or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such planchanges affecting corporate securities, and to accept delegate discretionary powers, and retain to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stock, bonds, securities or other property held as part of the Trust; (e) To cause any securities or other property issued under any such plan; held as part of the Trust to deposit any such property with any protectivebe registered in the Town’s name, reorganization as trustee of the Trust, or other similar Plan Administrator; to delegate discretionary power thereto in the name of one or more of the Town’s nominees, and to pay hold any investments in bearer form, but the books and agree to pay records of the Trustee shall at all times show that all such investments are part of its expenses and compensation and any assessments levied with respect to any such securities or other property so depositedthe Trust; (cf) assign, renew, extend, To keep such portion of the Trust in cash or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, cash balances as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may may, from time to time, deem to be in the best interest interests of the FundTrust created hereby, without liability for interest thereon; (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; (h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) To acquire real estate by purchase, exchange, or as the result of any foreclosure, liquidation, or other salvage of any investment previously made hereunder; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any hold such default real estate in such manner and to upon such extent terms as the Trustee may be deemed deem advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforcemanage, in any actionoperate, suitrepair, or proceeding at law or in equitydevelop, any rights or remedies in respect of any debtimprove, partition, mortgage, lienor lease for any term or terms of years any such real estate or any other real estate constituting a part of the Trust Assets, or guaranteeupon such terms and conditions as the Trustee deems proper, using other Trust Assets for any of such purposes if deemed advisable; (dj) To invest funds of the Trust in night deposits or savings accounts bearing a reasonable rate of interest; (k) To invest in Treasury Bills and other forms of United States government obligations; (l) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations; (m) To do all such acts, take all such proceedings, and exercise all conversion such rights and subscription rights pertaining privileges, although not specifically mentioned herein, as the Trustee may deem necessary to any securities or other property;administer the Trust.

Powers of the Trustee. Subject to its obligations set forth in Article IV above, the Trustee shall have power, authority, and discretion: 1. To sell, lease for any period or periods irrespective of the duration of the trust, transfer or exchange all or any part of the trust estate, at such prices and upon such terms and conditions and in such manner as it may deem best; to invest and reinvest the trust estate in such loans, stocks, bonds, debentures, other securities or real estate as it may deem proper and suitable; to invest in shares or participations in any one or more common or general trust funds at any time administered by Huntington for the collective investment of funds held by it in any fiduciary capacity; to vary, change or exchange investments into or for others of like or unlike nature; and to detain and to continue to hold° by way of investment any property whether originally a part of the trust estate or subsequently acquired (including, but not by way of limitation, any stock, bond, note or other security issued by Huntington) for as long a period as the Trustee shall deem advisable, irrespective of the proportion of the trust estate represented thereby, without any liability for depreciation or diminution in value; and to exercise the powers granted in this subparagraph without being limited to such classes of investment as may now or hereafter be prescribed by statute or otherwise for the investments of trust companies or trustees generally. 2. To exercise in person or by proxy any and all voting, consenting and dissenting rights, including the right to vote for the election of directors, pertaining to all stocks, bonds or other securities at any time held hereunder. Any proxy issued by the Trustee may grant discretionary power to the person or persons acting thereunder and may contain powers of substitution. 3. To form or join with others in the formation of such corporations as shall be deemed advisable in connection with the administration or distribution of any property and to transfer to any such corporations such property as the Trustee shall in its discretion deem advisable to carry out the charitable purposes of the charitable trust; to exercise, buy or sell subscription, pre-emptive, conversion or other rights or grants; and to participate in or oppose reorganizations, recapitalizations, mergers, consolidations, exchanges, arrangements, liquidation, and creditors' and bondholders' agreements, 4. To grant options on any real estate, or interest therein; to improve, subdivide, abandon, or develop real estate; to construct, alter or repair buildings or structures; to settle boundary lines; to grant easements and other rights; and to participate and to join with co-owners in dealing with real estate. 5. To determine whether money or property coming into its possession shall be treated as principal or income, and to charge or apportion gains, expenses and losses to principal or income. and to charge or apportion gains, expenses and losses to principal or income, as it deems just and equitable; provided, however, that in making any determination hereunder the Trustee shall take into consideration any trust accounting principles established by the Ohio courts or the statutes of the State of Ohio which it deems advisable. All determinations made by 6. To employ suitable agents and attorneys, to pay their reasonable compensation and expenses, and to execute and deliver any powers of attorney. The Trustee will shall not be liable for any neglect, omission or wrongdoing of such agents or attorneys, provided that it shall have the powerexercised reasonable care in their selection. 7. To borrow from Huntington in its individual corporate capacity or from any other sources, butat such times and in such amounts as I may authorize or without my authorization during any periods in which I am unable, in the absence sole opinion of the Trustee, to manage my financial affairs with reasonable competence, at such times and in such amounts as the Trustee may deem necessary or proper direction for the improvement, protection or preservation of the trust estate, and the Trustee in its individual corporate capacity shall neither be nor become liable on any borrowings made hereunder. All borrowings shall be at such rate or rates of interest and upon such terms and conditions as the Trustee may deem advisable, and the Trustee may evidence any such borrowings by executing and delivering its demand or time promissory notes or other instruments, and may secure the repayment of any such borrowings, together with interest thereon, by mortgaging, pledging or otherwise encumbering all or any part of the trust estate. Without any affirmative act of mortgage, pledge or encumbrances the trust estate shall secure and shall be subject to a lien for, the payment of all borrowings hereunder, with interest, from Huntington in its individual corporate capacity or from any other sources; provided, however, after my death the Trustee may borrow from itself only without interest. 8. To arbitrate, defend, enforce, release, compromise, settle and adjust all claims in favor of or against the trust estate, whether in litigation or not, and regardless of whether such claims or any of them shall or shall not, in its judgment, be enforceable against the trust estate or any part hereof, upon such terms and conditions as it may deem best. 9. To acquire, have, register, and hold title to property received or held hereunder in its own name, in bearer form, or in the name of a nominee, without disclosing the trust. In accepting title to any property, neither the Trustee nor its nominee shall be held to have assumed responsibility as to the validity of the title thereof or as to the payment of any encumbrances then or thereafter existing thereon. All conveyances executed and delivered by the Trustee or its nominee shall be without covenants or warranty except as against the Trustee's own acts or the acts of its nominee. The Trustee shall be entitled to reimburse itself from the Plan Administratortrust estate for any loss or indemnify itself for any liability arising out of the use, not the dutyoccupation, to take condition or ownership of any action set forth below: (a) purchase or subscribe for securities or other property and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times hereunder. 10. To execute and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, deliver any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent instruments that the Trustee may deem necessary or advisable in administering this trust. 11. Unless otherwise expressly provided herein, to be in the best interest make any division or distribution of the Fund; trust estate required under the provisions of this instrument in kind, that is to waive any defaultsay, whether in real estate, stocks, bonds, mortgages, or other securities belonging to the performance trust estate, according to the absolute discretion of the Trustee, and at such valuations as the Trustee may establish therefor. 12. To continue to make distributions of principal or income hereunder until it shall have actual knowledge of the happening of any covenant event which would affect distributions of income or condition principal hereunder. The Trustee shall be protected in so doing. The Trustee shall be without liability for refraining from any contemplated action or acting because of any note, bondinstructions from, or mortgage or the failure to receive permission from me in accordance with the performance provisions of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;this Article.

Powers of the Trustee. The 2.1 Trustee will have the power, but, is authorized to exercise from time to time in the absence of proper direction accordance with Directions from the Plan Administrator, not Plan Sponsor, an Investment Manager, or a Participant, as the dutycase may be, to take the following powers in respect of any action set forth belowproperty, real or personal, of the Trust Fund, it being intended that these powers be construed in the broadest possible manner: (a) purchase 2.1.1 to sell at public or subscribe private sale for cash or upon credit or partly for cash and partly 2.1.2 to exchange securities or other property and to retain them in trust; to sell any such property at any time held by it for cash other securities or other consideration at property, or partly for such time securities or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options partly for the purchase or exchange thereofcash, and to conveyexercise conversion, partitionsubscription, or otherwise dispose ofoption and similar rights with respect to securities held by it, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust make payments in a reasonably prudent fashion sufficient to recover any funds advancedconnection therewith; (b) oppose2.1.3 to compromise and adjust all debts or claims due to or made against it, or consent to and participate in, in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan; to oppose plan or to consent to any action thereunder, or any contract, lease, mortgage, purchase, sale, sale or other action by any corporation pursuant or other entity; 2.1.4 to exercise any conversion privilege or subscription right available in connection with any such planproperty; to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Trust Fund and to accept do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payments of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith and to hold and retain any securities or other property issued under any which it may so acquire; 2.1.5 to make distributions in cash or in specific property, real or personal, or an undivided interest therein, or partly in cash and partly in such planproperty; 2.1.6 to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to deposit settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, provided that Trustee shall notify Plan Sponsor or Plan Administrator of all such property suits, legal proceedings and claims and, except in the case of a suit, legal proceeding or claim involving solely Trustee's action or omissions to act, shall obtain the written Direction of Plan Sponsor or Plan Administrator before settling, compromising or submitting to binding arbitration any claim, suit or legal proceeding of any nature whatsoever. The Trustee shall have no obligation to undertake, defend or continue to maintain any action or proceeding arising in connection with any protectivethe Trust, reorganization unless and until the Plan Sponsor requests the Trustee to do so and agrees in writing to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto, to be primarily liable for such payment and to make periodic payments in respect of such fees and expenses during the course of such proceedings. If the Plan Sponsor thereafter does not pay such costs, expenses 2.1.7 upon the written Direction of Plan Sponsor or other similar Plan Administrator, to enter into any contract or policy with an insurance company or companies, for the purpose of insurance coverage or otherwise, provided that, except as provided in Section 1.3, Trustee shall be the sole owner of all such contracts or policies and all such contracts or policies shall be held as assets of the Trust Fund; and 2.1.8 to delegate discretionary power thereto transfer assets of the Trust Fund to a successor trustee as provided herein. 2.2 Notwithstanding that Trustee acts solely as a directed Trustee, Trustee shall have the following ministerial powers and authority, to pay and agree to pay part of be exercised in its expenses and compensation and any assessments levied sole discretion, with respect to the Trust Fund: 2.2.1 to employ suitable agents and custodians; 2.2.2 to delegate to its Affiliate, or others, any or all of its duties arising out of this Schedule, including but not limited to, recordkeeping and reporting; 2.2.3 to register any securities or other property held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate are held in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, fiduciary capacity and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to hold any securities or other propertyproperty in bearer form and to deposit any securities or other property in a depository or clearing corporation; 2.2.4 to reverse any erroneous or provisional credit entries to the Trust Fund retroactively to the date upon which the correct entry or no entry should have been made; 2.2.5 to make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases, subscription documents, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers, provided that in connection with the acquisition, holding or disposition of securities or other property other than publicly-traded securities, that the Investment Manager, Plan Sponsor, or Plan Administrator, as the case may, has provided written Direction in a form satisfactory to Trustee; and 2.2.6 generally to do all ministerial acts, whether or not expressly authorized, which Trustee may deem necessary or desirable in carrying out its duties under this Schedule.

Powers of the Trustee. The In addition to any powers and authorities conferred by law, and those hereinabove conferred upon them, and subject to any limitations contained in this Part II, a Trustee will hereunder shall have the powerfollowing powers and authority: 1. To permit any then permissible life beneficiary to have the use, butpossession, and enjoyment, without charge, of any real estate or tangible personal property held in trust for the benefit of said beneficiary, so long as said beneficiary lives; and if said beneficiary dies before his or her right to said property becomes absolute or before said property is distributed in fee, neither said beneficiary nor his or her estate shall be held liable for any loss, destruction, damage, depreciation or waste of said property, except through said beneficiary's fault or neglect. Neither the existence nor exercise of this power shall be deemed a constructive or actual distribution of the property to which it relates. 2. To retain for such time as the Trustee shall deem advisable any property, real, personal or mixed, which the Trustee may receive, even though the retention of such property by reason of its character, amount or otherwise, would not be appropriate for the Trustee apart from this provision. 3. To sell, grant options to purchase, exchange and alter assets of any trust at any price which the Trustee acting in good faith shall consider represents an adequate consideration in money or in money's worth, and upon any terms which the Trustee shall deem proper. 4. To invest, and reinvest from time to time all or any part of any trust in such stocks, common or preferred , common trust funds, bonds, debentures, notes, securities, life insurance and annuity contracts, or other real or personal property, either of the class or kind now or hereafter ordinarily approved or held to be lawful for the investment of trust funds, or not, as the Trustee in the Trustee's absolute discretion, may select, and to make and change such investments from time to time according to the Trustee's discretion; provided, however, in the absence investing and reinvesting of proper direction any property held by the Trustee, the Trustee is requested to consult with the Settlor during the Settlor's lifetime insofar as is practicable. The Trustee is hereby exonerated from any liability in connection with any action taken with the consent of said persons. 5. To lease property on any terms and conditions and for any term of years although extending beyond the period of any trust. To collect, receive and give receipts for rents, issues, profits, and income, and to employ agents for the performance of said activities. 6. To insure, improve, repair, alter and partition real estate; erect or raze improvements; grant easements; subdivide and dedicate to public use. 7. To foreclose, as an incident to the collection of any bond, note or other obligation, any mortgage, deed of trust, or other lien securing such bond, note or other obligation, and to bid in the property at such foreclosure sale, or to acquire the property by deed from the Plan Administratormortgagor or obligor without foreclosure; and to retain the property so bid on or taken over without foreclosure. 8. To exercise in person or by proxy, not all voting options, subscription, reorganization, consolidation, merger and liquidation rights, and all other rights and privileges of whatsoever nature, incident, appurtenant or pertaining to securities in any trust and, in connection therewith to enter into any covenant or agreement binding any trust, and to purchase any new securities issued as a result of, or in connection with, any such act. 9. To settle, compromise, arbitrate, contest or abandon claims or demands in favor of or against any trust, and the dutydiscretion of the Trustee in this respect shall be conclusive and binding. 10. To borrow money, assume indebtedness, extend mortgages and encumber by mortgage or pledge any asset or assets of any trust although extending beyond the period of any trust. 11. To make any divisions, payments and partial or final distributions pursuant to take the terms of any action set forth below: (a) purchase or subscribe for trust, using cash, securities or other property, of whatsoever nature and in whatever proportions the Trustee in the Trustee's judgement, shall deem appropriate, and the judgement of the Trustee shall be final. Except as otherwise provided, the Trustee shall have absolute discretion, which shall not be subject to review, to distribute or allocate property without respect to income tax basis and in making any such distribution or allocation, and the Trustee shall have no duty of impartiality. 12. To hold the principal of two or more Trusts or Trust Estates created hereunder in one or more consolidated funds in which the separate shares shall have undivided interests. 13. To acquire, receive, hold and retain the principal of several trusts created by a single instrument undivided until division shall become necessary in order to make a distribution; to hold, manage, invest, reinvest, and account for the several shares or parts of shares by appropriate entries in the fiduciary's books of account, and to allocate to each share or part of share its proportionate part of all receipts and expenses; provided, that the provisions of this subdivision shall not defer the vesting in possession of any share or part of share of the trust. 14. To pay any sum or sums due any minor hereunder directly to such minor, or to his parent or parents in his behalf, or to such other person or persons and in such manner as the Trustee may deem for such minor's benefit and such payment shall be a full and complete discharge. 15. To engage the services of competent legal, accounting and investment counsel to assist and advise the Trustee in the administration of any trust, and to pay for such services out of the principal or income as the Trustee, in the Trustee's discretion, shall determine. 16. To employ and compensate persons deemed by the Trustee necessary to advise or assist in the proper administration of any trust including, but not limited to, servants, agents, accountants, brokers, attorneys-at-law, attorneys-in-fact, real estate managers, rental agents, realtors, appraisers, and investment counsel, custodians and other professional advisors as reasonably may be required or desired in managing, protecting and investing the trusts without liability for any neglect, omission, misconduct, or default of such person provided such person was selected and retained with due care on the part of the Trustee. If investment counsel is selected, which at the time of selection has a reputation in its community for competence and fair dealing, its selection and retention shall be considered as having been made with due care, provided the Trustee continues to retain such counsel only so long as such counsel maintains said reputation. Under said circumstances, the Trustee shall have no investment responsibility whatever and may act without independent investigation upon the recommendations of any such person, without liability for any neglect, omission, misconduct, or default of such persons. 17. To determine the market value of any investment of any trust for any purpose on the basis of such quotation, evidence, data or information as the Trustee may deem pertinent and reliable. 18. To register any securities in the name of a nominee or in any form in which title will pass by delivery. 19. To determine whether any money or other property coming into the control of the Trustee is part of the principal of any Trust or Trust Estate, or the gross income therefrom or the net income available for distribution thereunder. 20. To apportion between principal and income any loss or expenditures which in the opinion of the Trustee, should be apportioned and which to the Trustee may seem just and equitable, and any such determination as between principal and income so made by the Trustee in good faith shall be conclusive and binding upon all beneficiaries or other persons interested in any Trust or Trust Estate. 21. To exercise any stock options owned by the Settlor at the Settlor's death or acquired by or held in any trust, to borrow money and pledge any assets, including stock acquired by the exercise thereof, to obtain funds for the exercise thereof, to retain any 22. To retain and to purchase insurance contracts on the life of any beneficiary or any person in whom a beneficiary has an insurance interest, or annuity contracts for any beneficiary, and to pay the premiums thereon out of such beneficiary's portion of principal or income as the Trustee, in the Trustee's discretion, may determine. 23. To retain any residential real property or apartment (including a cooperative or condominium) received by the Trustee hereunder, to purchase, to rent and to maintain residential real property or any apartment (including a cooperative or condominium) for occupancy, rent free, by any of the beneficiaries hereunder, so long as one or more of them in trustwish to occupy it as a home, and to sell it when it is no longer so occupied; to sell pay all rent, taxes, assessments, repairs and other charges for maintaining such real property or apartment, including title, public liability, fire and extended coverage insurance, and to make such purchases or payments out of the principal or income of the applicable Trust Estate, in accordance with applicable law, and as the Trustee, in the Trustee's sole and absolute discretion, shall determine. 24. To comply with the terms of any Agreement entered into by the Settlor and in effect at the Settlor's death, with respect to the operation or disposition of any interest in a business and/or partnership which is owned by the Settlor at the time of the Settlor's death. In addition, subject to the terms of any such property at Agreement to the extent and upon such terms and conditions and for such periods of time as the Trustee shall deem necessary or advisable, the Trustee shall, during the term that any time held by it such business and/or partnership is a part of the Trust Estate, possess the power to continue or participate in the operation of any business or other enterprise, whatever its form or organization (herein referred to as "business"), including but not limited to the power: A. to effect incorporation, dissolution, re-organization, merger, consideration or sale of all or substantially all of the assets, either for cash or in exchange for stock or other consideration at securities, or to make other changes in the form of the organization of any business, and to diminish, enlarge or change the scope of nature or nature of any business; B. to dispose of any business interest therein as soon after the Settlor's death as the Trustee may consider advisable or to acquire the interest of other businesses therein; C. to contribute thereto or invest therein additional capital or to lend money thereto, in any such time or times and on case upon such terms and conditions as the Trustee shall approve from time to time; D. to determine whether the liabilities incurred in the conduct of the business are to be chargeable solely to the part of the Trust Estate set aside for use in the business or to the Trust Estate as a whole, but such allocation must be done in accordance with applicable law; E. to control, direct and manage the business; provided, however the Trustee may be deemed appropriatedelegate all or any part of the Trustee's power to supervise and operate the business to such person or persons as the Trustee may select, including any associate, partner, officer or employee of the business; F. to hire and discharge officers and employees, to fix their compensation and define their duties; to exchange such property and to grant options for employ, compensate and discharge agents, attorneys, consultants, accountants and such other representatives as the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenantsTrustee may deem appropriate, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to employ any beneficiary, or individual Trustee, in any of the foregoing capacities; G. to pledge any assets of the Trust Estate as security for loans made to such business; H. to retain in the business such amount of the net earnings for working capital and other purposes of the business as the Trustee may deem advisable in conformity with sound business practice; I. to purchase, process and sell securities merchandise of every kind and description; J. to purchase and sell machinery and equipment, furniture and fixtures and supplies of all kinds; K. to sell or liquidate all or any part of any business at such time and price and upon such terms and conditions, including credit, as the Trustee may determine, including a sale to any partner, officer or employee of the business or to any individual Trustee as beneficiary hereunder, provided any such sale shall be for adequate and full consideration; L. to redeem any or all of the shares of any or all of the stockholders of any business, even though the result of such redemption would be that a majority interest would be changed into or reduced to a minority interest. M. to invest any other Trust Estate assets in such business; N. in all cases in which the Trustee is required to furnish statements to beneficiaries or to file accounts in any court or in any other public office, it shall not be necessary to itemize business receipts and disbursements and distributions of property but it shall be sufficient for the Trustee to show in the account a single figure or consolidation of figures, and the Trustee shall O. the Trustee shall not be held liable for any loss resulting from the trust in a reasonably prudent fashion sufficient to recover retention or operation of any funds advanced; (b) opposesuch business, or consent to and participate infor any other actions that they may take in good faith, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities business. 25. To continue any agricultural, horticultural, and greenhouse operation received by said Trustee pursuant to Grantor’s will or other property so deposited; (c) assign, renew, extend, or discharge, or instrument and to participate in the assignment, renewal, extension, or discharge of do any debt, mortgage, or other lien, upon such terms, including a partial release, as may be and all things deemed advisable by the TrusteeTrustee in the management and maintenance of any farm, which term includes, but is not limited to, a farm, garden, orchard, ranch, greenhouse, timber tract, dairy or “hospitality” (to be applied very broadly including such activities as campgrounds, leisure, recreation, attractions, and in such other manner consistent with or an expansion of the past business activities of the various business enterprises of ^), and to agree do any and all things concerning the production and marketing of crops and dairy, poultry, livestock, horticultural and greenhouse products, orchard and forest products including but not limited to the following powers: A. to operate the farm with hired labor, tenants or sharecroppers; B. to lease or rent the farm for cash or for a reduction share of the crops; C. to purchase or otherwise acquire farm machinery and equipment and livestock; D. to undertake the construction, repairs and improvements to farm buildings of all kinds needed in the Trustee’s judgment, for the operation of the farm; E. to make or obtain loans or advances at the prevailing rate or rates of interest thereon for farm purposes such as for production, harvesting, or marketing, or for the construction, repair, or improvement of farm building, or for the purchase of farm machinery or equipment or livestock; F. to any other modification or change employ approved soil conservation practices in order to conserve, improve, and maintain the terms thereof or fertility and productivity of any guarantee pertaining theretothe soil; to protect, in any manner manage and to any extent that improve the Trustee may deem to be in timber and forest on the farm and sell the timber and forest products when it is for the best interest of the Fundestate, or any trust; G. to waive protect, manage and improve the timber and forest on the farm and sell the timber and forest products when it is for the best interest of the estate, or any defaulttrust; H. to ditch, whether dam and drain damp or wet fields and areas of the farm when and where needed; I. to engage in the performance production of livestock, poultry or dairy products, and J. to market the products of the farm; K. in general, to employ good husbandry in the operation of the farm; provided, however the Trustee may delegate any power granted to the Trustee under this subparagraph to such person or persons as the Trustee may select. The Trustee shall not be held liable for any loss resulting from the retention or operation of any covenant such farm, or condition for any other actions that the Trustee may take in good faith with respect to such farm. 26. To file appropriate consent of the continuation of any noteS election in existence at the time of the contribution to this Trust, bond, or mortgage or within the time period required by the applicable provision of the Federal Internal Revenue Code then in the performance of any guarantee, or to enforce any such default in such manner effect and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;t

Powers of the Trustee. The Trustee will have In the power, butadministration of the Trust, in addition to any powers or authority of the absence Trustee under this Trust or which the Trustee may have under applicable law, the Trustee is authorized and empowered to do the following, without advertisement, without order of proper direction from the Plan Administrator, not the duty, court and without having to take post bond or make any action set forth belowreturns or report of its doings to any court: (a) To purchase or subscribe for securities or other property and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free including, without limitation, securities of all trusts; a Plan Sponsor and real property leased to charge the trust for the cost of all securities purchased or received against used by a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advancedPlan Sponsor; (b) opposeTo sell, exchange, convey, transfer, or consent to and participate in, any plan otherwise dispose of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under held by it, by private contract or at public auction, with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so depositeddisposition; (c) assignExcept as provided in Section 13(d) hereof, renewto vote any stocks, extendbonds or other securities, including securities of the Plan Sponsor; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, consent to, or discharge, or to otherwise participate in corporate reorganizations or other changes affecting corporate securities, to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the assignmentpowers of an owner with respect to securities or other property held as part of the Fund; (d) To register any investment in its own name or in the name of a nominee, renewaland-to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, extensionbut the records of the Trustee shall at all times show that all the investments are part of the Trust; (e) To employ and act through suitable agents, or discharge accountants, appraisers, actuaries and attorneys (who may be counsel for the Trustee) and to pay their reasonable expenses and compensation, to consult with counsel (who, without limitation, may be counsel to the Trustee).and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and the Trustee shall periodically review the performance of the persons to whom these duties have been delegated, but the Trustee shall not be liable for relying upon the advice and expertise of any debtsuch person to the extent permitted by law, mortgageprovided the Trustee's decisions in selecting and retaining such person were prudently made; (f) To borrow or raise moneys for the purposes of the Trust in the amounts, or other lien, and upon such terms, including a partial releasethe terms and conditions, as the Trustee in its discretion may be deemed advisable by the deem advisable; and for any sums borrowed to issue its promissory note as Trustee, and to agree secure the repayment thereof by pledging all or any part of the Trust; and no person lending money to a reduction in the rate Trustee shall be bound to see to the application of interest thereon the money lent or to inquire into the validity, expediency or propriety of any borrowing; (g) To make, execute, acknowledge and deliver any documents of transfer and conveyance and any other modification instruments or change agreements that may be necessary or appropriate to carry out the powers of the Trustee under the Trust or incidental thereto; (h) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, to commence or defend any suits or legal or administrative proceedings arising, necessary or appropriate in connection with the terms Trust, the administration and operation thereof or the powers or authority of any guarantee pertaining theretothe Trustee under the Trust, in any manner and to any extent that represent the Trust in all suits and legal and administrative proceedings; (i) To keep portions of the Trust in cash or cash balances as the Trustee may deem to be in the best interest of the Fund; to waive Trust; (j) To register any default, whether investment in the performance of any covenant or condition of any note, bond, or mortgage its own name or in the performance name of any guaranteea nominee, or to enforce any such default in such manner and to such extent hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the records of the Trustee shall at all times show that all the investments are part of the Trust; and (k) Generally, to do all acts and to execute and deliver all instruments as in the judgment of the Trustee may be deemed advisable; necessary or desirable to exercise and enforce carry out any and all rights powers or authority of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;the

Powers of the Trustee. The Trustee in the management and investment --------------------- of the Trust Fund will have the powerpower to do all things and execute such instruments as it may deem necessary or proper, but, in including the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowfollowing powers: (a) purchase to sell, exchange, or subscribe for securities or other property and to retain them in trust; to sell otherwise dispose of any such property at any time held or acquired by it the Trust Fund, at public or private sale, for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereofterms, and to convey, partition, or otherwise dispose of, with or without covenantsadvertisement, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover lease for any funds advancedterm; (b) opposeto vote in person or by proxy (subject to Section 9.12) any corporate stock or other security, including UPS Stock, and to agree to or take, or consent to and participate inrefrain from taking, any plan of other action necessary or appropriate for a shareholder or owner in regard to any reorganization, merger, consolidation, mergerliquidation, combination, bankruptcy or other similar plan; to oppose procedure or to consent to proceeding affecting any contractstock, leasebond, mortgage, purchase, sale, note or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so depositedproperty; (c) assignto compromise, renewsettle, extendadjust or otherwise act in any reasonable manner whatsoever on any claim or demand by or against the Trust Fund and to agree to any rescission or modification of any contract or agreement affecting the Trust Fund; (d) to borrow money, and to secure the same by mortgaging, pledging, or dischargeconveying the property of the Trust Fund; (e) to deposit any stock, bond or other security in any depository or other similar institution and to participate register any stock, bond or other security in the assignment, renewal, extension, or discharge name of any debtnominee, mortgagewithout the addition of words indicating that such security is held in a fiduciary capacity, but accurate records shall be maintained showing that such security is a Trust Fund asset and the Trustee shall be responsible for the acts of such depository or other liennominee; (f) to hold cash (including, upon without limitation, in non-interest bearing accounts) in such terms, including a partial release, amounts and for such time as may be deemed advisable in its opinion reasonable for the proper management of the Trust Fund; (g) to invest any and all moneys in such stocks, bonds, securities, investment company or trust shares, mutual funds, mortgages, notes, choses in action, real estate, improvements thereon, and other property, including UPS Stock, other "qualifying employer securities" or "qualifying employer real property", as such terms are defined for purposes of ERISA (S) 407, as permitted under the terms of this ARTICLE IX; (h) to grant, sell, purchase, or exercise any option of any kind or description whatsoever to purchase or sell any security or other property that is a permissible investment under this Section; provided the Trustee in no event shall grant or sell any option under which any person can require the Trust Fund to sell any security or other property which the Trust Fund at the time of such grant or sale does not hold in an amount sufficient to cover such option and any other outstanding option granted or sold by the Trustee, and the Trustee in no event shall dispose of any security or other property covering any option until such option is exercised or otherwise expires; (i) to agree invest all, or any part, of the assets of the Trust Fund in any common, collective or group trust fund which is maintained under Code (S) 584 or Revenue Ruling 81-100, 1981-1 C.B. 326, the provisions of which common, collective or group trust fund upon such investment shall automatically be adopted and made a part of this Plan for the period such investment is made in such common, collective or group trust fund; (j) to a reduction enter into an Acquisition Loan and to secure the same with UPS Stock owned by the Plan; (k) to make such other investments as the Trustee in the rate of interest thereon or its discretion shall deem best without regard to any law now or hereafter in force (other modification than ERISA) limiting the investments of trustees or change other fiduciaries; (l) to file all tax returns required of the Trustee in connection with the terms thereof Trust Fund; (m) to begin, maintain or defend any litigation necessary in connection with the administration of any guarantee pertaining theretothis Plan, in any manner and to any extent except that the Trustee may deem shall not be obligated or required to be in the best interest do so unless indemnified to its satisfaction; (n) to utilize a custodian to maintain custody of all or a portion of the Trust Fund; ; (o) to waive any defaultrequest and rely conclusively upon the advice of counsel, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as who may be deemed advisablecounsel to the Employer, on any legal matter, including the interpretation of this Plan; and (p) to exercise and enforce perform any and all rights other acts in its judgment necessary or appropriate for the proper and advantageous management, investment and distribution of foreclosure and the Trust Fund. The Trustee will not be required to make any inventory or appraisal or report to any court, nor to secure any order of court for the exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; power contained in this ARTICLE IX. The Trustee will not be required to give bond (d) exercise all conversion and subscription rights pertaining to any securities or other property;except as required by ERISA).

Powers of the Trustee. The At the direction of the Company, the Trustee will shall have the power, but, in following powers and authority with respect to property constituting a part of the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowTrust Fund: (a) purchase To sell, exchange or subscribe for securities or other property and to retain them in trust; to sell transfer any such Trust property at any time held by it public or private sale for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advancedcredit; (b) oppose, or consent to and To participate in, in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan; plan relating to oppose or any Trust property, and to consent to or oppose any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale, sale or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to entity; (c) To deposit any such Trust property with any protective, reorganization or other similar Plan Administratorcommittee; to delegate discretionary power thereto to any such committee; and to pay and agree to pay part of its the expenses and compensation of any such committee and any assessments levied with respect to any such securities or other Trust property so deposited; (cd) assign, renew, extend, To exercise any conversion privilege or discharge, subscription right available in connection with any Trust property; to oppose or to participate in consent to the assignmentreorganization, renewalconsolidation, extension, merger or discharge readjustment of the finances of any debtcorporation, company or association, the sale, mortgage, pledge or other lienlease of the property of any corporation, upon such termscompany or association any of the securities of which may at any time be held in the Trust Fund and to do any act with reference thereto, including a partial releasethe exercise of options, as the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions, which may be deemed necessary or advisable by the Trusteein connection therewith, and to agree hold and retain any securities or other such property which it may so acquire; (e) To commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to settle, compromise or submit to arbitration, any claims, debts or damages, due or owing to or from the Trust; (f) As reasonably required to perform its duties hereunder, to engage legal counsel, including counsel to the Company, an actuary, an administrator, or any other suitable consultant or agent, to consult with such counsel, actuary, administrator, consultant or agent with respect to the construction of the Trust, the duties of the Trustee hereunder, the record-keeping and the transactions contemplated by Trust, or any act which the Trustee proposes to take or omit, to rely upon the advice or direction of such counsel, actuary, administrator, consultant or agent, and to pay their reasonable fees, expenses and compensation; (g) To register any securities held by it in its own name or in the name of any custodian of such property or of its nominee, including the nominee of any system for the central handling of securities, with or without the addition of words indicating that the securities are held in a fiduciary capacity, to deposit or arrange for the deposit of any securities with such a system and to hold any securities in bearer form; (h) To make, execute and deliver, as Trustee, any and all deeds, leases, notes, bonds, guarantees, mortgages, conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers; (i) To transfer assets of the Trust Fund to a reduction successor Trustee; and (j) To exercise, generally, any of the powers which an individual owner might exercise in connection with property, either real, personal or mixed, held by the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining theretoTrust, in any manner and to any extent do all other acts that the Trustee may deem necessary or proper to be carry out any of the powers set forth in this Article or otherwise in the best interest interests of the Fund; Trust. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting rights and dividend rights with respect to waive any default, whether in Trust assets will be exercised by the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;Company.

Powers of the Trustee. The Except where the Plan expressly provides that the Trustee will have is subject to the powerdirection of the Employer, but, in the absence of proper direction from the Plan Administrator, not the dutyNamed Fiduciary, to take a Member, or an Investment Manager, the Trustee is authorized and empowered to: apply for and invest all or any action set forth below: portion of the assets of the Trust Fund in an Annuity Contract (a) purchase either group or subscribe for securities individual), an Insurance Policy (either group or other property and to retain them in trust; to sell any such property at any time held individual), or both, issued by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for an insurance company designated by the purchase or exchange thereofEmployer, and to hold such contract and/or policy as owner; invest and reinvest all or any portion of the assets of the trust in any bonds, debentures, notes, mortgages or mortgage participations, preferred stocks, common stocks or other securities, or other real or personal properties; and, if allowed under the Plan, to invest in loans to members according to the loan provisions of the Plan; sell, exchange, convey, partitiontransfer, or otherwise dispose ofof any property held by it, by private contract or at public auction; exercise the voting rights of any stocks, bonds, or other securities, (other than Qualifying Employer Securities), and to exercise any of the powers of an owner with or without covenantsrespect to stocks, including covenants of warranty of titlebonds, any securities securities, or other property free of all trustsheld in the Trust Fund; to charge vote Qualifying Employer Securities in the trust for manner described in the cost of all securities purchased Adoption Agreement. retain in cash or received against a payment other short term investment vehicles/instruments such amount as the Trustee considers advisable, and to credit deposit cash in any depository selected by the trust with Trustee, without liability for interest; make, execute, acknowledge, and deliver any instruments that may be necessary to carry out the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placementpowers granted it; employ and pay reasonable compensation to agents, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) opposebrokers, or consent to and participate inattorneys, any plan of reorganization, consolidation, merger, combinationaccountants, or other similar planpersons, whose advice or services the Trustee may deem necessary in carrying out its duties and powers; consult with legal counsel, including the Employer’s counsel, with respect to oppose the meaning or to consent to any contract, lease, mortgage, purchase, saleconstruction of, or other action by any corporation pursuant to such planthe Trustee’s obligations or duties under, the Plan and to accept and retain any securities trust, or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities action or other property so deposited; (c) assign, renew, extend, proceeding or discharge, or to participate in the assignment, renewal, extension, or discharge any question of any debt, mortgage, or other lien, upon such terms, including a partial release, as may law. The Trustee shall be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or fully protected with respect to any other modification action it takes in good faith pursuant to the advice of such counsel; enforce any right, obligation or change in the terms thereof or of any guarantee pertaining theretoclaim and, in its absolute discretion, to protect in any manner and to any extent that way the Trustee may deem to be in the best interest of the Trust Fund and, if the Trustee considers such action for the best interests of the Trust Fund; , to waive any default, whether in abstain from the performance enforcement of any covenant right, obligation or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner claim and to such extent as may be deemed advisableabandon any property which it has held; to exercise participation in a group trust that meets the requirements of Revenue Ruling 81-100 (81-100 trust); and enforce any and all rights of foreclosure and to exercise and enforce, participation in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;a group custodial arrangement.

Powers of the Trustee. The In addition to any powers and authorities conferred by law, and those hereinabove conferred upon them, and subject to any limitations contained in this Part II, a Trustee will hereunder shall have the powerfollowing powers and authority: 1. To permit any then permissible life beneficiary to have the use, butpossession, and enjoyment, without charge, of any real estate or tangible personal property held in trust for the benefit of said beneficiary, so long as said beneficiary lives; and if said beneficiary dies before his or her right to said property becomes absolute or before said property is distributed in fee, neither said beneficiary nor his or her estate shall be held liable for any loss, destruction, damage, depreciation or waste of said property, except through said beneficiary's fault or neglect. Neither the existence nor exercise of this power shall be deemed a constructive or actual distribution of the property to which it relates. 2. To retain for such time as the Trustee shall deem advisable any property, real, personal or mixed, which the Trustee may receive, even though the retention of such property by reason of its character, amount or otherwise, would not be appropriate for the Trustee apart from this provision. 3. To sell, grant options to purchase, exchange and alter assets of any trust at any price which the Trustee acting in good faith shall consider represents an adequate consideration in money or in money's worth, and upon any terms which the Trustee shall deem proper. 4. To invest, and reinvest from time to time all or any part of any trust in such stocks, common or preferred , common trust funds, bonds, debentures, notes, securities, life insurance and annuity contracts, or other real or personal property, either of the class or kind now or hereafter ordinarily approved or held to be lawful for the investment of trust funds, or not, as the Trustee in the Trustee's absolute discretion, may select, and to make and change such investments from time to time according to the Trustee's discretion; provided, however, in the absence investing and reinvesting of proper direction any 5. To lease property on any terms and conditions and for any term of years although extending beyond the period of any trust. To collect, receive and give receipts for rents, issues, profits, and income, and to employ agents for the performance of said activities. 6. To insure, improve, repair, alter and partition real estate; erect or raze improvements; grant easements; subdivide and dedicate to public use. 7. To foreclose, as an incident to the collection of any bond, note or other obligation, any mortgage, deed of trust, or other lien securing such bond, note or other obligation, and to bid in the property at such foreclosure sale, or to acquire the property by deed from the Plan Administratormortgagor or obligor without foreclosure; and to retain the property so bid on or taken over without foreclosure. 8. To exercise in person or by proxy, not all voting options, subscription, reorganization, consolidation, merger and liquidation rights, and all other rights and privileges of whatsoever nature, incident, appurtenant or pertaining to securities in any trust and, in connection therewith to enter into any covenant or agreement binding any trust, and to purchase any new securities issued as a result of, or in connection with, any such act. 9. To settle, compromise, arbitrate, contest or abandon claims or demands in favor of or against any trust, and the dutydiscretion of the Trustee in this respect shall be conclusive and binding. 10. To borrow money, assume indebtedness, extend mortgages and encumber by mortgage or pledge any asset or assets of any trust although extending beyond the period of any trust. 11. To make any divisions, payments and partial or final distributions pursuant to take the terms of any action set forth below: (a) purchase or subscribe for trust, using cash, securities or other property, of whatsoever nature and in whatever proportions the Trustee in the Trustee's judgement, shall deem appropriate, and the judgement of the Trustee shall be final. Except as otherwise provided, the Trustee shall have absolute discretion, which shall not be subject to review, to distribute or allocate property without respect to income tax basis and in making any such distribution or allocation, and the Trustee shall have no duty of impartiality. 12. To hold the principal of two or more Trusts or Trust Estates created hereunder in one or more consolidated funds in which the separate shares shall have undivided interests. 13. To acquire, receive, hold and retain the principal of several trusts created by a single instrument undivided until division shall become necessary in order to make a distribution; to hold, manage, invest, reinvest, and account for the several shares or parts of shares by appropriate entries in the fiduciary's books of account, and to allocate to each share or part of share its proportionate part of all receipts and expenses; provided, that the provisions of this subdivision shall not defer the vesting in possession of any share or part of share of the trust. 14. To pay any sum or sums due any minor hereunder directly to such minor, or to his parent or parents in his behalf, or to such other person or persons and in such manner as the Trustee may deem for such minor's benefit and such payment shall be a full and complete discharge. 15. To engage the services of competent legal, accounting and investment counsel to assist and advise the Trustee in the administration of any trust, and to pay for such services out of the principal or income as the Trustee, in the Trustee's discretion, shall determine. 16. To employ and compensate persons deemed by the Trustee necessary to advise or assist in the proper administration of any trust including, but not limited to, servants, agents, accountants, brokers, attorneys-at-law, attorneys-in-fact, real estate managers, rental agents, realtors, appraisers, and investment counsel, custodians and other professional advisors as reasonably may be required or desired in managing, protecting and investing the trusts without liability for any neglect, omission, misconduct, or default of such person provided such person was selected and retained with due care on the part of the Trustee. If investment counsel is selected, which at the time of selection has a reputation in its community for competence and fair dealing, its selection and retention shall be considered as having been made with due care, provided the Trustee continues to retain such counsel only so long as such counsel maintains said reputation. Under said circumstances, the Trustee shall have no investment responsibility whatever and may act without independent investigation upon the recommendations of any such person, without liability for any neglect, omission, misconduct, or default of such persons. 17. To determine the market value of any investment of any trust for any purpose on the basis of such quotation, evidence, data or information as the Trustee may deem pertinent and reliable. 18. To register any securities in the name of a nominee or in any form in which title will pass by delivery. 19. To determine whether any money or other property coming into the control of the Trustee is part of the principal of any Trust or Trust Estate, or the gross income therefrom or the net income available for distribution thereunder. 20. To apportion between principal and income any loss or expenditures which in the opinion of the Trustee, should be apportioned and which to the Trustee may seem just and equitable, and any such determination as between principal and income so made by the Trustee in good faith shall be conclusive and binding upon all beneficiaries or other persons interested in any Trust or Trust Estate. 21. To exercise any stock options owned by the Settlor at the Settlor's death or acquired by or held in any trust, to borrow money and pledge any assets, including stock acquired by the exercise thereof, to obtain funds for the exercise thereof, to retain any stock purchased by the exercise of such options for such time as the Trustee deems advisable, and to exercise all other powers in respect of such stock as though such stock formed a part of the Trust Estate at the time of the Settlor's death. 22. To retain and to purchase insurance contracts on the life of any beneficiary or any person in whom a beneficiary has an insurance interest, or annuity contracts for any beneficiary, and to pay the premiums thereon out of such beneficiary's portion of principal or income as the Trustee, in the Trustee's discretion, may determine. 23. To retain any residential real property or apartment (including a cooperative or condominium) received by the Trustee hereunder, to purchase, to rent and to maintain residential real property or any apartment (including a cooperative or condominium) for occupancy, rent free, by any of the beneficiaries hereunder, so long as one or more of them in trustwish to occupy it as a home, and to sell it when it is no longer so occupied; to sell pay all rent, taxes, assessments, repairs and other charges for maintaining such real property or apartment, including title, public liability, fire and extended coverage insurance, and to make such purchases or payments out of the principal or income of the applicable Trust Estate, in accordance with applicable law, and as the Trustee, in the Trustee's sole and absolute discretion, shall determine. 24. To comply with the terms of any Agreement entered into by the Settlor and in effect at the Settlor's death, with respect to the operation or disposition of any interest in a business and/or partnership which is owned by the Settlor at the time of the Settlor's death. In addition, subject to the terms of any such property at Agreement to the extent and upon such terms and conditions and for such periods of time as the Trustee shall deem necessary or advisable, the Trustee shall, during the term that any time held by it such business and/or partnership is a part of the Trust Estate, possess the power to continue or participate in the operation of any business or other enterprise, whatever its form or organization (herein referred to as "business"), including but not limited to the power: A. to effect incorporation, dissolution, re-organization, merger, consideration or sale of all or substantially all of the assets, either for cash or in exchange for B. to dispose of any business interest therein as soon after the Settlor's death as the Trustee may consider advisable or to acquire the interest of other consideration at businesses therein; C. to contribute thereto or invest therein additional capital or to lend money thereto, in any such time or times and on case upon such terms and conditions as the Trustee shall approve from time to time; D. to determine whether the liabilities incurred in the conduct of the business are to be chargeable solely to the part of the Trust Estate set aside for use in the business or to the Trust Estate as a whole, but such allocation must be done in accordance with applicable law; E. to control, direct and manage the business; provided, however the Trustee may be deemed appropriatedelegate all or any part of the Trustee's power to supervise and operate the business to such person or persons as the Trustee may select, including any associate, partner, officer or employee of the business; F. to hire and discharge officers and employees, to fix their compensation and define their duties; to exchange such property and to grant options employ, compensate and discharge agents, attorneys, consultants, accountants and such other representatives as the Trustee may deem appropriate, including the right to employ any beneficiary, or individual Trustee, in any of the foregoing capacities; G. to pledge any assets of the Trust Estate as security for loans made to such business; H. to retain in the business such amount of the net earnings for working capital and other purposes of the business as the Trustee may deem advisable in conformity with sound business practice; I. to purchase, process and sell merchandise of every kind and description; J. to purchase and sell machinery and equipment, furniture and fixtures and supplies of all kinds; K. to sell or liquidate all or any part of any business at such time and price and upon such terms and conditions, including credit, as the Trustee may determine, including a sale to any partner, officer or employee of the business or to any individual Trustee as beneficiary hereunder, provided any such sale shall be for adequate and full consideration; L. to redeem any or all of the shares of any or all of the stockholders of any business, even though the result of such redemption would be that a majority interest would be changed into or reduced to a minority interest. M. to invest any other Trust Estate assets in such business; N. in all cases in which the Trustee is required to furnish statements to beneficiaries or to file accounts in any court or in any other public office, it shall not be necessary to itemize business receipts and disbursements and distributions of property but it shall be sufficient for the purchase Trustee to show in the account a single figure or exchange thereofconsolidation of figures, and the Trustee shall be permitted to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other account for money and property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For business and any trades not settled immediately upon placement, payments made to the business in lump sum without itemization; and O. the Trustee will have the right to sell securities shall not be held liable for any loss resulting from the trust in a reasonably prudent fashion sufficient to recover retention or operation of any funds advanced; (b) opposesuch business, or consent to and participate infor any other actions that they may take in good faith, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities business. 25. To continue any agricultural, horticultural, and greenhouse operation received by said Trustee pursuant to Grantor’s will or other property so deposited; (c) assign, renew, extend, or discharge, or instrument and to participate in the assignment, renewal, extension, or discharge of do any debt, mortgage, or other lien, upon such terms, including a partial release, as may be and all things deemed advisable by the TrusteeTrustee in the management and maintenance of any farm, which term includes, but is not limited to, a farm, garden, orchard, ranch, greenhouse, timber tract, dairy or “hospitality” (to be applied very broadly including such activities as campgrounds, leisure, recreation, attractions, and in such other manner consistent with or an expansion of the past business activities of the various business enterprises of ^), and to agree do any and all things concerning the production and marketing of crops and dairy, poultry, livestock, horticultural and greenhouse products, orchard and forest products including but not limited to the following powers: A. to operate the farm with hired labor, tenants or sharecroppers; B. to lease or rent the farm for cash or for a reduction share of the crops; C. to purchase or otherwise acquire farm machinery and equipment and livestock; D. to undertake the construction, repairs and improvements to farm buildings of all kinds needed in the Trustee’s judgment, for the operation of the farm; E. to make or obtain loans or advances at the prevailing rate or rates of interest thereon for farm purposes such as for production, harvesting, or marketing, or for the construction, repair, or improvement of farm building, or for the purchase of farm machinery or equipment or livestock; F. to any other modification or change employ approved soil conservation practices in order to conserve, improve, and maintain the terms thereof or fertility and productivity of any guarantee pertaining theretothe soil; to protect, in any manner manage and to any extent that improve the Trustee may deem to be in timber and forest on the farm and sell the timber and forest products when it is for the best interest of the Fundestate, or any trust; G. to waive protect, manage and improve the timber and forest on the farm and sell the timber and forest products when it is for the best interest of the estate, or any defaulttrust; H. to ditch, whether dam and drain damp or wet fields and areas of the farm when and where needed; I. to engage in the performance production of livestock, poultry or dairy products, and J. to market the products of the farm; K. in general, to employ good husbandry in the operation of the farm; provided, however the Trustee may delegate any power granted to the Trustee under this subparagraph to such person or persons as the Trustee may select. The Trustee shall not be held liable for any loss resulting from the retention or operation of any covenant such farm, or condition for any other actions that the Trustee may take in good faith with respect to such farm. 26. To file appropriate consent of the continuation of any noteS election in existence at the time of the contribution to this Trust, bond, or mortgage or within the time period required by the applicable provision of the Federal Internal Revenue Code then in the performance of any guarantee, or to enforce any such default in such manner effect and to such extent as may be deemed advisable; make or terminate elections with respect to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;S corpo

Powers of the Trustee. The Trustee will have ▇▇ ▇▇▇ ▇▇▇inistration of the power, butTrust, in addition to any powers or authority of the absence Trustee under this Trust or which the Trustee may have under applicable law, the Trustee is authorized and empowered to do the following, without advertisement, without order of proper direction from the Plan Administrator, not the duty, court and without having to take post bond or make any action set forth belowreturns or report of its doings to any court: (a) A. To purchase or subscribe for any securities or property including, without limitation, securities of a Plan Sponsor and real property leased to or used by a Plan Sponsor; B. To sell, exchange, convey, transfer, or otherwise dispose of any securities or property held by it, by private contract or at public auction, with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any disposition; C. Except as provided in Section XVI.D hereof, to vote any stocks, bonds or other securities, including securities of the Plan Sponsor; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, consent to, or otherwise participate in corporate reorganizations or other changes affecting corporate securities, to delegate discretionary powers, and to-pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to securities or other property held-as part of the Fund; D. To register any investment in its own name or in the name of a nominee, and-to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the records of the Trustee shall at all times show that all the investments are part of the Trust; E. To write covered call options and to retain them in trust; to purchase or sell any such property at any time held by it for cash or other consideration at such time or times put options and on such terms financial futures contracts; F. To employ and conditions as act through suitable agents, accountants, appraisers, actuaries and attorneys (who may be deemed appropriate; to exchange such property and to grant options counsel for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (bTrustee) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its their reasonable expenses and compensation compensation, to consult with counsel (who, without limitation, may be counsel to the Trustee).and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and any assessments levied with respect the Trustee shall periodically review the performance of the persons to whom these duties have been delegated, but the Trustee shall not be liable for relying upon the advice and expertise of any such securities or other property so depositedperson to the extent permitted by law, provided the Trustee's decisions in selecting and retaining such person were prudently made (it is specifically understood that the Trustee may hire an independent accounting firm to assist in making any insolvency determination and an independent law firm to assist in making any Change in Control determination); (c) assign, renew, extend, G. To borrow or discharge, or to participate raise moneys for the purposes of the Trust in the assignmentamounts, renewal, extension, or discharge of any debt, mortgage, or other lien, and upon such terms, including a partial releasethe terms and conditions, as the Trustee in its discretion may be deemed advisable by the deem advisable; and for any sums borrowed to issue its promissory note as Trustee, and to agree secure the repayment thereof by pledging all or any part of the Trust; and no person lending money to a reduction in the rate Trustee shall be bound to see to the application of interest thereon the money lent or to inquire into the validity, expediency or propriety of any borrowing; H. To make, execute, acknowledge and deliver any documents of transfer and conveyance and any other modification instruments or change agreements that may be necessary or appropriate to carry out the powers of the Trustee under the Trust or incidental thereto; I. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, to commence or defend any suits or legal or administrative proceedings arising, necessary or appropriate in connection with the terms Trust, the administration and operation thereof or the powers or authority of any guarantee pertaining theretothe Trustee under the Trust, in any manner and to any extent that represent the Trust in all suits and legal and administrative proceedings; J. To keep portions of the Trust in cash or cash balances as the Trustee may deem to be in the best interest of the Fund; to waive Trust; K. To register any default, whether investment in the performance of any covenant or condition of any note, bond, or mortgage its own name or in the performance name of any guaranteea nominee, or to enforce any such default in such manner and to such extent hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the records of the Trustee shall at all times show that all the investments are part of the Trust; and L. Generally, to do all acts and to execute and deliver all instruments as in the judgment of the Trustee may be deemed advisable; necessary or desirable to exercise and enforce carry out any and all rights powers or authority of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;the Trustee.

Powers of the Trustee. The Except as otherwise provided in this Plan, the Trustee will shall have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, power to take any action set forth belowwith respect to the Fund which it deems necessary or advisable to discharge its responsibilities under this Plan including, but not limited to, the following powers: (a) 1. To hold any securities or other property of the Fund in its own name, in the name of its nominee or in bearer form; 2. To purchase or subscribe for securities issued, or other real property owned, by the Employer or any trade or business under common control with the Employer but only if the prudent investment and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereofdiversification requirements of ERISA are satisfied; 3. To sell, and to exchange, convey, partition, transfer or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement; 4. To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges or subscription rights and to agree to a reduction in the rate of interest thereon or to make any other modification or change in the terms thereof or of any guarantee pertaining payments incidental thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guaranteeoppose, or to enforce any such default in such manner consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to such extent as may be deemed advisabledelegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise and enforce any and all rights of foreclosure and the powers of an owner with respect to exercise and enforcestocks, in any actionbonds, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property; 5. To invest any part or all of the Fund (including idle cash balances) in certificates of deposit, demand or time deposits, savings accounts, money market accounts or similar investments of the Trustee (if the Trustee is a bank or similar financial organization), the Prototype Sponsor or any affiliate of such Trustee or Prototype Sponsor, which bear a reasonable rate of interest; 6. To provide sweep services without the receipt by the Trustee of additional compensation or other consideration (other than reimbursement of direct expenses properly and actually incurred in the performance of such services); 7. To hold in the form of cash for distribution or investment such portion of the Fund as, at any time and from time-to-time, the Trustee shall deem prudent and deposit such cash in interest bearing or noninterest bearing accounts; 8. To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; 9. To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings; 10. To employ suitable agents and counsel, to contract with agents to perform administrative and recordkeeping duties and to pay their reasonable expenses, fees and compensation, and such agent or counsel may or may not be agent or counsel for the Employer; 11. To cause any part or all of the Fund, without limitation as to amount, to be commingled with the funds of other trusts (including trusts for qualified employee benefit plans) by causing such money to be invested as a part of any pooled, common, collective or commingled trust fund (including any such fund described in the Adoption Agreement) heretofore or hereafter created by any Trustee (if the Trustee is a bank), by the Prototype Sponsor, by any affiliate bank of such a Trustee or by such a Trustee or the Prototype Sponsor, or by such an affiliate in participation with others; the instrument or instruments establishing such trust fund or funds, as amended, being made part of this Plan and trust so long as any portion of the Fund shall be invested through the medium thereof; and 12. Generally to do all such acts, execute all such instruments, initiate such proceedings, and exercise all such rights and privileges with relation to property constituting the Fund as if the Trustee were the absolute owner thereof.

Powers of the Trustee. The Subject to investment guidelines agreed to in writing from time to time between the Company and the Trustee, the Trustee will shall have the power, butin investing and reinvesting the Trust Fund, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowits sole discretion: (a1) purchase To exercise all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if a life insurance policy is held as an asset of the Trust, the Trustee shall have only those powers specified in Section 6(e) hereof with respect to such policy; (2) To invest and reinvest in any readily marketable common and preferred stocks, bonds, notes, debentures, certificates of deposit or subscribe for securities demand or other property and to retain them in trust; to sell time deposits (including any such deposits with the Trustee) and shares of investment companies and mutual funds, without being limited to the classes or property in which the Trustees are authorized to invest by any law or any rule of court of any state and without regard to the proportion any such property may bear to the entire amount of the Trust Fund; (3) To commingle for investment purposes all or any portion of the Trust Fund with assets of any other similar trust or trusts established by the Company with the Trustee for the purpose of safeguarding deferred compensation or retirement income benefits of its employees and/or directors, provided, however, that the Trustee shall create one or more sub-accounts if, prior to a Change in Control, the Company so directs; (4) To retain any property at any time received by the Trustee; (5) To sell or exchange any property held by it at public or private sale, for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to convey, partition, enter into any covenant or otherwise dispose of, with or without covenants, including covenants of warranty of title, agreement to purchase any securities or other property free of all trusts; to charge in the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advancedfuture; (b6) oppose, or consent to and To participate in, in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan; plan relating to oppose or property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale, sale or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to person; (7) To deposit any such property held by it with any protective, reorganization or other similar Plan Administrator; committee, to delegate discretionary power thereto thereto, and to pay and agree to pay part of its the expenses and compensation and thereof any assessments levied with respect to any such securities or other property so depositedto deposit; (c8) To extend the time of payment of any obligation held by it; (9) assignTo hold uninvested any moneys received by it, renewwithout liability for interest thereon, extendbut only in anticipation of payments due for investments, reinvestments, expenses or dischargedisbursements; (10) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise; (11) For the purposes of the Trust Fund, to borrow money from others, to issue promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it; (12) To register investments in its own name or in the name of a nominee; to hold any investment in bearer form; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities or to deposit or to arrange for the deposit of such securities with any depository, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons, or to participate deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the assignmentTrust Fund shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, renewaland provided, extensionfurther, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust Fund; (13) To settle, compromise or discharge submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom; (14) To hold and retain policies of life insurance, annuity contracts, and other property of any debtkind which are transferred or contributed to the Trust by a prior trustee or the Company or are purchased by the Trustee; (15) To hold any other class of assets which may be contributed by the Company and deemed reasonable by the Trustee, mortgage, unless expressly prohibited herein; (16) To lend any securities at any time held by it to brokers or other lien, dealers upon such terms, including a partial release, security as may be deemed advisable advisable, and during the terms of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; and (17) To employ suitable contractors and counsel, who may be counsel to the Company or to the Trustee, and to agree pay their reasonable expenses and compensation from the Trust Fund to a reduction in the rate of interest thereon extent not paid by the Company; (18) Generally, to do all acts, whether or to any other modification or change in the terms thereof or of any guarantee pertaining theretonot expressly authorized, in any manner and to any extent that the Trustee may deem to be in necessary or desirable for the best interest protection of the Trust Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;.

Powers of the Trustee. The Subject to any other provisions hereof to the contrary, the Trustee will have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowis authorized and empowered: (a) purchase to sell, exchange, convey, transfer or subscribe for otherwise dispose of any property held by it, by private contract or at public auction, and no person dealing with the Trustee shall be bound to see to the application of any money or property paid or delivered to the Trustee in connection with any such sale or other disposition, or to inquire into the validity or propriety of any such sale or other disposition; (b) except as provided in Sections 9(b) and (c), to exercise the voting rights of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Master Trust; (c) to make, execute or acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (d) to register any security held in the Master Trust in its own name or in the name of a nominee and to retain them hold any security in trust; bearer form, but the books and records of the Trustee shall at all times show that all such securities are part of the Master Trust; (e) to sell any such property at any time held by it borrow for cash purposes of a Plan, with the approval of the Chief Financial Officer from the Trustee's commercial banking department or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; from others (to exchange such property and to grant options for the purchase or exchange thereofextent permitted under the Employee Retirement Income Security Act of 1974 ("ERISA")), and to conveyissue the promissory notes of the Trustee for any sums so borrowed and to secure repayment thereof by pledging or mortgaging all or any portion of the assets of the Master Trust; (f) to employ suitable agents and counsel and to pay their reasonable expenses and compensation; (g) to compromise, partition, arbitrate or otherwise dispose ofadjust, with settle or without covenants, including covenants defend claims in favor of warranty or against any Separate Trust or the Master Trust; (h) to lend stock certificates or other securities to a broker-dealer registered under the Securities Exchange Act of title, 1934 or to a bank; and (i) to write options against any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part forms of its expenses and compensation and any assessments levied with respect options directly related to any such securities or other property so deposited;options outstanding. (cj) assign, renew, extendto commingle the assets of this Trust for investment purposes with the assets of any plan established by the Company, or dischargeits affiliates, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest which is qualified under Section 401(a) of the Fund; Code and exempt from taxation pursuant to waive any defaultSection 501(a) of the Code, whether in the performance assets of any covenant which are owned by another trustee or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;its custodian.

Powers of the Trustee. The Except as may otherwise be provided by this Trust Agreement, Trustee will shall have all powers granted to a trustee under the Applicable State Law, specifically including, but not by way of limitation, the power: (1) To collect, butreceive and receipt for any and all items of income and principal that may be derived from the assets placed under the terms hereof, and to allocate the same either to principal or to income, or partly to one and partly to the other, in accordance with the usual and customary accounting practices of Trustee. (2) To invest and reinvest the assets of each Preneed Trust, and to commingle the assets of each Preneed Trust for such investment purposes, pursuant to the provisions of this Trust Agreement and the Applicable State Law. (3) To treat stock dividends, stock splits and dividends payable in the securities of another company, extraordinary cash or non-cash dividends, liquidating dividends, stock purchase rights, warrants and options of all kinds, and all similar property and the right to property, as income or as principal, or partly one and partly the other, in accordance with usual and customary accounting practices of Trustee. (4) To acquire and hold any stock, securities, real estate or any other property, real or personal, in the absence name of proper direction from Trustee without disclosing its capacity, or in the Plan Administratorname of any other nominee without disclosing its capacity, not and in the dutycase of securities, to attach, if desired, a power of attorney for their transfer, to take any action set forth below: (a) purchase or subscribe for securities or other property and keep the same unregistered and to retain them or any part of them in trust; to sell such manner that they will pass by delivery. (5) To vote all shares of stock in any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as Preneed Trust howsoever the certificates therefor may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereofissued, on all matters, and to convey, partitiongive special or general proxies to any person, or otherwise dispose ofpersons, with or without covenantsthe power of substitution. (6) To execute, acknowledge, deliver and accept any and all deeds, deeds of trust, releases, mortgages, certificates, documents, affidavits, declarations and any and all other papers and instruments whatsoever deemed by Trustee necessary or appropriate to carrying out the powers and authority herein granted. (7) To exercise any option or privilege to buy, sell, exchange, or convert bonds, notes, stock or real, personal or mixed property, of any kind. (8) To pay from Earnings of a Preneed Trust, if permitted by and subject to any applicable limitations under the Applicable State Law, any and all expenses related to the administration of the Preneed Trust, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust Trustee’s fees as provided for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced;herein. (b9) opposeTo make an election pursuant to Section 685 of the Internal Revenue Code. (10) Except as expressly prohibited by Applicable State Law, to allocate, in the discretion of Trustee, earnings of any type to principal or income, or consent part to one and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; part to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such planthe other, and to accept adjust between principal and retain any securities or other property issued under any such plan; income as Trustee considers necessary to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part accomplish the goal of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited;the Preneed Trust. (c11) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in To take all action reasonably necessary for the performance of its duties as a trustee of the Preneed Trusts to the extent contemplated by the Applicable State Law including, but not limited to, the power to liquidate any covenant investment which the Trustee has determined (in its sole discretion) is inconsistent with Applicable State Law. (12) To retain brokers, agents, accountants, appraisers and any others as are deemed advisable that have the skill, prudence and diligence under the circumstances prevailing that a prudent person acting in a like capacity and familiar with such matter would use in the conduct of an enterprise of a like character and with like aims, for the protection and administration of the Preneed Trust and to advise and represent the Trustee. (13) To retain attorneys and settle, compromise or condition submit to arbitration any claims, debts or damages due to or owing from the Preneed Trust, commence and defend suits or other legal proceedings, and represent the Preneed Trust in all suits and proceedings. In exercising its discretion under this paragraph, Trustee may consider whether any available Prepaid Funds are sufficient to cover the costs of any notesuch litigation, bond, or mortgage or in and/or whether Trustor has agreed to reimburse Trustee for the performance excess cost of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;same.

Powers of the Trustee. The Trustee will have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth below: (a) purchase or subscribe for securities or other property and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against ag ainst a payment and to credit the trust with the proceeds received from the securities sold or delivered against ag ainst payment. For any trades trad es not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent prud ent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgagemortgag e, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, and to agree to a reduction in the rate of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equityeq uity, any rights or remedies in respect of any debt, mortgagemortgag e, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;

Powers of the Trustee. The Except as otherwise provided in this Plan, the Trustee will shall have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, power to take any action set forth belowwith respect to the Fund which it deems necessary or advisable to discharge its responsibilities under this Plan including, but not limited to, the following powers: (a) 1. To hold any securities or other property of the Fund in its own name, in the name of its nominee or in hearer form; 2. To purchase or subscribe for securities issued, or other real property owned, by the Employer or any trade or business under common control with the Employer but only if the prudent investment and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereofdiversification requirements of ERISA are satisfied; 3. To sell, and to exchange, convey, partition, transfer or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced; (b) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement; 4. To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges or subscription rights and to agree to a reduction in the rate of interest thereon or to make any other modification or change in the terms thereof or of any guarantee pertaining payments incidental thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guaranteeoppose, or to enforce any such default in such manner consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to such extent as may be deemed advisabledelegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise and enforce any and all rights of foreclosure and the powers of an owner with respect to exercise and enforcestocks, in any actionbonds, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property; 5. To invest any part or all of the Fund (including idle cash balances) in certificates of deposit, demand or time deposits, savings accounts, money market accounts or similar investments of the Trustee (if the Trustee is a bank or similar financial organization), the Prototype Sponsor or any affiliate of such Trustee or Prototype Sponsor, which bear a reasonable rate of interest; 6. To provide sweep services without the receipt by the Trustee of additional compensation or other consideration (other than reimbursement of direct expenses properly and actually incurred in the performance of such services); 7. To hold in the form of cash for distribution or investment such portion of the Fund as, at any time and from time-to-time, the Trustee shall deem prudent and deposit such cash in interest bearing or non-interest bearing accounts; 8. To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; 9. To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings; 10. To employ suitable agents and counsel, to contract with agents to perform administrative and record keeping duties and to pay their reasonable expenses, fees and compensation, and such agent or counsel mayor may not be agent or counsel for the Employer; 11. To cause any part or all of the Fund, without limitation as to amount, to be commingled with the funds of other trusts (including trusts for qualified employee benefit plans) by causing such money to be invested as a part of any pooled, common, collective or commingled trust fund (including any such fund described in the Adoption Agreement) heretofore or hereafter created by any Trustee (if the Trustee is a bank), by the Prototype Sponsor, by any affiliate bank of such a Trustee or by such a Trustee or the Prototype Sponsor, or by such an affiliate in participation with others; the instrument or instruments establishing such trust fund or funds, as amended, being made part of this Plan and trust so long as any portion of the Fund shall be invested through the medium thereof; and 12. Generally to do all such acts, execute all such instruments, initiate such proceedings, and exercise all such rights and privileges with relation to property constituting the Fund as if the Trustee were the absolute owner thereof.

Powers of the Trustee. The In exercise of any powers conferred herein or applicable by law, the Trustee will have is authorized and empowered as directed by the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowCompany: (a) purchase to purchase, sell, exchange, convey, transfer or subscribe for dispose of any securities or other property and to retain them in trust; to sell any such property at any time held by it it, in a public or private transaction and for cash or other consideration at such time upon credit, or times partly for cash and on such terms partly upon credit, and conditions as may no person dealing with the Trustee shall be deemed appropriate; bound to exchange such property and see to grant options for the application of the purchase money or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, inquire into the Trustee's authority to engage in any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advancedsuch transaction; (b) opposeto purchase, sell, write or consent to and participate inissue puts, any plan of reorganization, consolidation, merger, combination, calls or other similar plan; options, to oppose or to consent to any contractenter into futures contracts, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such planforward placement contracts and standby contracts, and in connection therewith, to accept and retain any securities hold, pledge or other deposit property issued under any such plan; to deposit any such property required as collateral with any protective, reorganization authorized agent or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so depositeddepository (including Prudential Trust Company); (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable by the Trustee, hold uninvested cash waiting investment and to agree maintain such additional cash balances as to a reduction in meet anticipated distributions from or administrative costs of the rate Plan or the Fund, without incurring any liability for the payment of interest thereon or to any other modification or change in the terms thereof or of any guarantee pertaining thereto, in any manner and to any extent that the Trustee may deem to be in the best interest of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any on such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guaranteecash; (d) to vote in person or by proxy any securities held by it; to exercise conversion rights or rights to subscribe for additional securities, and to make any and all conversion necessary payments therefor; to join in or to oppose the reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in which it may be interested as Trustee; (e) To enter into repurchase agreements; (f) To purchase units or certificates issued by an investment company or pooled trust or comparable entity; (g) to hold one or more annuity contracts or other contracts in such form or forms, whether or not they are group contracts of such life insurance company or companies, as the Company shall specify, (hereinafter referred to as the "Contract" or the "Contracts"); and subscription rights pertaining to take directions, evidenced by written instrument satisfactory to the Trustee, from the Company relating to any one or more of the functions normally required of the contract holder under the Contract or Contracts; (h) to cause any securities from time to time held by it (including Company securities) to be registered in or transferred into its name as Trustee or the name of its nominee or nominees, or to retain them unregistered or in a form permitting transferability by delivery, and to deposit or arrange for the deposit of the certificates representing such securities with a Federal Reserve Bank or with a central certificate depository located within or without the Commonwealth of Pennsylvania in a manner permitting transfer of ownership or other propertyinterests in such securities by bookkeeping entry on the books and records of such Bank or depository, but the books and the records of the Trustee shall at all times show that all such investments are part of the Fund; and to delegate to another party the right to execute buy and sell orders and trades of any Company securities which comprise a part of the Fund, provided that such orders and trades are directed by the Plan and executed in accordance with a written instrument which sets forth the rules governing such orders and trades; (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 herein granted; (j) to employ suitable agents, depositories and counsel, domestic or foreign, to delegate to them powers vested in the Trustee hereunder which the Trustee deems necessary to carry out their duties, and to charge their reasonable expenses and compensation against the Fund; (k) to compromise, compound and settle any claim, debt or obligation due to or from it, as Trustee hereunder, and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon, default or otherwise enforce or abandon, any such obligation; (l) as directed pursuant to section 3 to make any distribution or transfer of Fund assets in cash or in kind; (m) to invest and reinvest the assets of the Fund in common with the assets of qualified employee benefit plans of the Company or its affiliates held, in trust, as separate trusts by the Trustee, provided, however, that the Trustee's records shall at all times show the equitable share of the Fund in such Company common fund; (n) to acquire and hold assets that are not publicly traded on a national exchange or over-the-counter with sufficient volume to permit valuation by reference to commonly published sources provided the Company obtains and transmits to the Trustee an independent appraisal of the assets, in form and substance acceptable to the Trustee in its sole discretion, from a nationally recognized firm experienced in providing such appraisal report, and such report is periodically updated in a timely fashion to permit the Trustee to carry out its valuation and accounting responsibilities hereunder; (o) to invest and reinvest the assets of the Fund in common with the assets of qualified employee benefits plans of the Company or its affiliates held, in trust, as separate trusts by the Trustee, provided, however, that the Trustee's records shall at all times show the equitable share of the Fund in such Company common Fund. Any Contract held by the Trustee pursuant to subparagraph (g) of this section 7 may provide for the allocation of amounts received by the insurance company thereunder solely to said insurance company's general account or solely to one or more of its separate accounts (including separate accounts maintained for the collective investment of assets of qualified retirement plans) or to the insurance company's general account and one or more of such separate accounts, provided that if any Contract shall provide for the allocation of amounts to one or more of such separate accounts, the Company may appoint the insurance company an investment manager to the extent that amounts held by the insurance company under the Contract shall be deemed Plan assets under ERISA and the rules and regulations thereunder. The insurance company, under any Contract, shall have exclusive responsibility for the investment and management of any amounts held under such Contract subject to the right of the Company to specify how amounts under the Contract are to be allocated among the accounts provided for in the Contract, provided that the insurance company may be given responsibility for determining the allocation of amounts among the various such separate accounts provided for in the Contract. The insurance company shall have all of the powers with the respect to the assets of the Plan held under a Contract as the Trustee has pursuant to Paragraphs (a) through (f) and (h) through (l) of this Section with respect to assets of the Fund held hereunder. Notwithstanding the foregoing, none of the assets held by an insurer under any Contract, whether or not they shall be deemed assets of the Plan under ERISA, shall be part of the Fund. The Trustee shall exercise the powers which it has as contract-holder under any Contract only when and in the manner directed by the Company.

Powers of the Trustee. The Without in any way limiting the powers and discretions conferred upon it by the other provisions of this Agreement or by law, but subject to Article VI and any other provisions of this Agreement, the Trustee will have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowis expressly authorized and empowered: (a) To sell, exchange, convey, transfer or otherwise dispose of any property held by it by private contract or at public auction, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or subscribe for to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) To enter into contracts or to make commitments either alone or in concert with others to sell at any future date any property held in the Trust Fund or to purchase any property which it may be authorized to acquire hereunder; (c) Subject to Section 4.4, to vote upon any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of any owner with respect to stocks, bonds, securities, or other property held in the Trust Fund; (d) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (e) To register any investment held in the Trust Fund in its own name or in the name of a nominee and to retain them hold any investment in trust; bearer form, or to sell any combine certificates representing such property at any time investments with certificates of the same issue held by it the Trustee in other fiduciary capacities, or to deposit or to arrange for cash the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by any other person, or other consideration to deposit or to arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a federal reserve bank, but the books and records of the Trustee shall at all times show that all such time investments are part of the Trust Fund; (f) To employ suitable agents, depositaries and counsel, domestic or times foreign, and to charge their reasonable expenses and compensation to the Trust; (g) To borrow money from any source as may be necessary or advisable to effectuate the purpose of the Trust on such terms and conditions as the Trustee, in its absolute discretion, may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanceddeem advisable; (bh) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to To deposit any such property with any protective, reorganization Trust Funds in interest-bearing accounts maintained or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable savings certificates issued by the Trustee, and to agree to a reduction in the rate of interest thereon its separate corporate capacity, or to in any other modification banking institution affiliated with the Trustee; (i) To compromise or change otherwise adjust all claims in favor of or against the terms thereof Trust; (j) To maintain cash balances to meet anticipated distributions from, or of administrative expenses of, the Trust Fund without incurring any guarantee pertaining thereto, in any manner and obligation to any extent pay interest thereon. (k) To do all things that the Trustee may deem reasonably deems necessary to be in carry out the best interest purposes of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;this Trust.

Powers of the Trustee. The Without in any way limiting the powers and discretions conferred upon it by the other provisions of this Agreement or by law, but subject to Article VI and any other provisions of this Agreement, the Trustee will have the power, but, in the absence of proper direction from the Plan Administrator, not the duty, to take any action set forth belowis expressly authorized and empowered: (a) To sell, exchange, convey, transfer or otherwise dispose of any property held by it by private contract or at public auction, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or subscribe for to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) To enter into contracts or to make commitments either alone or in concert with others to sell at any future date any property held in the Trust Fund or to purchase any property which it may be authorized to acquire hereunder; (c) Subject to Section 4.4, to vote upon any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of any owner with respect to stocks, bonds, securities, or other property held in the Trust Fund; (d) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; Exhibit 10.12 (Continued) (e) To register any investment held in the Trust Fund in its own name or in the name of a nominee and to retain them hold any investment in trust; bearer form, or to sell any combine certificates representing such property at any time investments with certificates of the same issue held by it the Trustee in other fiduciary capacities, or to deposit or to arrange for cash the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by any other person, or other consideration to deposit or to arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a federal reserve bank, but the books and records of the Trustee shall at all times show that all such time investments are part of the Trust Fund; (f) To employ suitable agents, depositaries and counsel, domestic or times foreign, and to charge their reasonable expenses and compensation to the Trust; (g) To borrow money from any source as may be necessary or advisable to effectuate the purpose of the Trust on such terms and conditions as the Trustee, in its absolute discretion, may be deemed appropriate; to exchange such property and to grant options for the purchase or exchange thereof, and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee will have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanceddeem advisable; (bh) oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to To deposit any such property with any protective, reorganization Trust Funds in interest-bearing accounts maintained or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited; (c) assign, renew, extend, or discharge, or to participate in the assignment, renewal, extension, or discharge of any debt, mortgage, or other lien, upon such terms, including a partial release, as may be deemed advisable savings certificates issued by the Trustee, and to agree to a reduction in the rate of interest thereon its separate corporate capacity, or to in any other modification banking institution affiliated with the Trustee; (i) To compromise or change otherwise adjust all claims in favor of or against the terms thereof Trust; (j) To maintain cash balances to meet anticipated distributions from, or of administrative expenses of, the Trust Fund without incurring any guarantee pertaining thereto, in any manner and obligation to any extent pay interest thereon. (k) To do all things that the Trustee may deem reasonably deems necessary to be in carry out the best interest purposes of the Fund; to waive any default, whether in the performance of any covenant or condition of any note, bond, or mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure and to exercise and enforce, in any action, suit, or proceeding at law or in equity, any rights or remedies in respect of any debt, mortgage, lien, or guarantee; (d) exercise all conversion and subscription rights pertaining to any securities or other property;this Trust.